Commercialization Agreement

COMMERCIALIZATION AGREEMENT

This Commercialization Agreement (the "Agreement") is made as of the day of , (the "Effective Date"), by and between Party A: Name: , Entity Type: Corporation LLC Individual, having its principal place of business at ; and Party B: Name: , Entity Type: Corporation LLC Individual, having its principal place of business at .

RECITALS

WHEREAS, Party A is the owner or lawful licensee of certain technology, know-how, and intellectual property rights described as follows:

WHEREAS, Party B has expertise, resources and commercial channels sufficient to develop, obtain regulatory approvals for where applicable, manufacture, market and sell products incorporating the technology (the "Product"); and

WHEREAS, the parties wish to set forth the terms under which Party A grants commercialization rights to Party B and the obligations, payments and protections applicable to each party.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a party relating to the technology, business, operations, financial information, trade secrets, technical data, and other proprietary information, whether disclosed orally, in writing, electronically, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.2 "Net Sales" means the gross receipts from sales of Product by Party B and its sublicensees less customary and documented deductions including returns, allowances, freight, insurance, and customary trade discounts. Net Sales shall be calculated in accordance with generally accepted accounting principles applied consistently.

1.3 "Territory" means

2. GRANT OF RIGHTS

2.1 License Grant. Subject to the terms and conditions of this Agreement, Party A hereby grants to Party B a Exclusive Non-Exclusive license under Party A's Intellectual Property to develop, make, have made, use, sell, offer for sale and import the Product in the Territory and the Field of Use.

2.2 Sublicensing. Party B shall have the right to grant sublicenses to third parties consistent with Party B’s obligations hereunder, provided that Party B remains responsible for all acts and omissions of its sublicensees and delivers to Party A copies of all material sublicenses within thirty (30) days of execution.

2.3 Field of Use. The license granted is limited to the field of use described as:

3. COMMERCIALIZATION OBLIGATIONS

3.1 Diligence. Party B agrees to use commercially reasonable efforts to develop and commercialize the Product in the Territory, including but not limited to preparing a commercialization plan and meeting milestones. Party B shall deliver an initial commercialization plan to Party A within days of the Effective Date and shall update such plan annually.

3.2 Commencement. Party B shall commence significant commercialization activities (including regulatory filings where required or initial commercial sale) no later than day of , .

4. PAYMENTS; ROYALTIES; REPORTS

4.1 Up-Front Payment. Party B shall pay Party A an up-front fee of due within days of the Effective Date.

4.2 Royalties. Party B shall pay Party A a royalty equal to percent (%) of Net Sales of the Product, payable quarterly within forty-five (45) days after the end of each calendar quarter together with a reasonably detailed statement of Net Sales.

4.3 Audit Rights. Party A shall have the right, once per calendar year and upon reasonable notice, to have an independent auditor inspect Party B's relevant books and records to verify royalty calculations. Any underpayment discovered shall be paid with interest at the lesser of 1.5% per month or the maximum rate permitted by law; material underpayments shall also permit audit cost recovery.

5. REGULATORY, QUALITY AND MANUFACTURING

5.1 Regulatory Filings. Party B shall be responsible for obtaining and maintaining all regulatory approvals required to sell the Product in the Territory and shall consult with Party A on material submissions. Party B shall provide Party A with copies of material regulatory correspondence upon request.

5.2 Manufacturing Standards. Products shall be manufactured in accordance with applicable laws and accepted industry manufacturing and quality control standards. Party B shall ensure that all manufacturing sites comply with applicable regulatory requirements and shall notify Party A of material deviations or enforcement actions.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Party A retains all ownership rights in and to the Intellectual Property existing as of the Effective Date. Party B shall not challenge Party A's title to such Intellectual Property. Improvements that are derived from Party A's Intellectual Property shall be owned by subject to any license-back provisions set forth herein.

6.2 Enforcement. The parties shall consult and cooperate regarding the enforcement of the intellectual property rights. Party B shall have the first right, at its election and expense, to enforce such rights against third-party infringers in the Territory; if Party B elects not to proceed, Party A may proceed at its expense.

7. CONFIDENTIALITY

7.1 Confidentiality Obligations. Each party shall maintain in confidence and shall not disclose Confidential Information of the other party except to its employees, contractors and affiliates who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. Confidential Information shall be exempt from such obligations only if it is or becomes publicly known through no breach, was rightfully received from a third party without confidentiality obligations, or is independently developed without use of the other's Confidential Information.

7.2 Compelled Disclosure. A receiving party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the receiving party provides prompt notice to the disclosing party and cooperates, at the disclosing party's expense, in any reasonable attempt to obtain protective measures.

8. TERM AND TERMINATION

8.1 Term. This Agreement shall commence on the Effective Date and continue for an initial period of years (the "Initial Term") unless earlier terminated in accordance with this Agreement.

8.2 Termination for Material Breach. Either party may terminate this Agreement upon thirty (30) days written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within the notice period. Termination shall be in addition to all other remedies available at law or in equity.

8.3 Effects of Termination. Upon termination, Party B shall cease further commercialization and, at Party A's election, either sell remaining Product inventory at a mutually agreed discount or return/destroy the inventory. Sections concerning payments, confidentiality, indemnification, ownership and any provisions that by their nature survive shall survive termination.

9. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

9.1 Mutual Representations. Each party represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations, and that this Agreement constitutes a valid and binding obligation of such party enforceable in accordance with its terms.

9.2 Party A Warranty. Party A represents and warrants that, to the best of its knowledge, it has the rights necessary to grant the license set forth herein and that the Intellectual Property does not knowingly violate the valid intellectual property rights of any third party. Party A MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9.3 Party B Warranty. Party B represents and warrants that it will comply with applicable laws and regulatory requirements in carrying out commercialization activities and will not knowingly use the Intellectual Property in a manner that materially misrepresents Party A's rights.

10. INDEMNIFICATION

10.1 Indemnification by Party B. Party B shall indemnify, defend and hold harmless Party A and its officers, directors and affiliates from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Party B's commercialization, manufacture, distribution or sale of the Product, except to the extent caused by Party A's gross negligence or willful misconduct.

10.2 Indemnification by Party A. Party A shall indemnify, defend and hold harmless Party B from third-party claims to the extent arising from Party A's breach of its representations regarding ownership of the Intellectual Property or infringement by the Intellectual Property existing as of the Effective Date.

11. LIMITATION OF LIABILITY

11.1 Except for liabilities arising from willful misconduct, fraud, or a party's indemnification obligations under Section 10, neither party shall be liable to the other for incidental, special, consequential or punitive damages, and aggregate liability shall not exceed the total royalties and fees paid by Party B to Party A under this Agreement in the preceding twelve (12) months.

12. INSURANCE

12.1 Party B shall maintain product liability insurance in commercially reasonable amounts and provide certificates of insurance to Party A upon request. Insurance shall name Party A as an additional insured to the extent reasonably requested by Party A for claims arising out of Party B's commercialization activities.

13. ASSIGNMENT

13.1 Neither party may assign this Agreement in whole or in part without the prior written consent of the other party, except that Party B may assign to an affiliate or to a successor by merger or sale of substantially all of its assets without such consent provided that the assignee assumes all obligations hereunder.

14. NOTICES

15. AMENDMENTS; WAIVER

15.1 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

15.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right unless such waiver is in writing and signed by the waiving party.

16. GOVERNING LAW; DISPUTE RESOLUTION

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

16.2 Dispute Resolution. The parties shall attempt in good faith to resolve any disputes arising out of or relating to this Agreement through negotiation between senior executives. If unresolved within sixty (60) days, disputes shall be submitted to arbitration in accordance with commercially reasonable arbitration procedures mutually agreed by the parties. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

17. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

17.1 Entire Agreement. This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

17.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

17.3 Counterparts. This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as originals.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date set forth above.

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