Exclusive License Agreement Template

EXCLUSIVE LICENSE AGREEMENT

This Exclusive License Agreement ("Agreement") is made as of by and between Licensor: , an entity organized as under the laws of with principal place of business at ; and Licensee: , an entity organized as under the laws of with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Licensor is the sole owner of certain intellectual property and related rights described as follows:

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, an exclusive license under the terms set forth in this Agreement for the exploitation of the Licensed IP in the Territory and Field of Use specified below;

WHEREAS, the Parties intend to define their respective rights and obligations with respect to commercialization, improvement, enforcement and ownership of the Licensed IP.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Licensed IP" means the intellectual property rights expressly identified in licensed_ip_description and any Registered Rights and Know-How controlled by Licensor as of the Effective Date or later assigned in writing to Licensor for purposes of this Agreement.

1.2 "Territory" means .

1.3 "Field of Use" means .

2. GRANT

2.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee accepts, an exclusive (even as to Licensor), transferable (subject to Section 11), sublicensable (subject to Section 3.3), revocable only as provided in Section 7, license under the Licensed IP to make, have made, use, sell, offer for sale and import Licensed Products in the Territory in the Field of Use.

2.2 Sublicensing. Sublicense rights: . Licensee shall remain primarily liable for performance of obligations by its sublicensees.

3. TERM

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of years, unless earlier terminated in accordance with Section 7.

3.2 Renewal. Renewal, if any, shall be by mutual written agreement executed no later than prior to expiration.

4. CONSIDERATION AND PAYMENTS

4.1 Upfront Fee. Licensee shall pay Licensor a non-refundable upfront license fee of within days of the Effective Date.

4.2 Royalties. Licensee shall pay royalties equal to of Net Sales of Licensed Products, payable within days after the end of each reporting period.

4.3 Minimums. Minimum annual royalty minimum of is due in each Contract Year commencing on the first anniversary of the Effective Date.

4.4 Taxes. All payments are exclusive of taxes. Licensee shall pay any taxes imposed on the transfer of rights or services hereunder, except taxes based on Licensor's net income.

5. REPORTS AND AUDIT RIGHTS

5.1 Reports. Licensee shall deliver to Licensor periodic statements showing Net Sales, royalty calculations and payments for the preceding period no less frequently than .

5.2 Audit. Licensor shall have the right, at its expense and not more than once per Contract Year, to inspect Licensee's books and records related to Licensed Products during normal business hours upon prior written notice.

6. INTELLECTUAL PROPERTY AND IMPROVEMENTS

6.1 Ownership. Licensor retains all right, title and interest in and to the Licensed IP and any registrations thereof. Licensee acquires no ownership rights except the rights expressly granted in Section 2.

6.2 Improvements. Improvements conceived or developed by Licensee that are specific to Licensed Products shall be . If such Improvements are owned by Licensee, Licensee hereby grants Licensor a to use such Improvements.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Licensor Representations. Licensor represents and warrants that (a) it owns or controls the rights granted herein; (b) to the best of its knowledge the Licensed IP, as exploited in the Territory and Field of Use as of the Effective Date, does not infringe third party rights; and (c) it has full right and authority to enter into and perform this Agreement.

7.2 Licensee Representations. Licensee represents and warrants that it has full corporate power and authority to execute this Agreement and to perform its obligations hereunder, and that any products developed or sold under the Licensed IP will comply with applicable laws and standards.

7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 7, LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION AND INSURANCE

8.1 Indemnification by Licensee. Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors and affiliates from and against any claim, liability, loss or expense (including reasonable attorneys' fees) arising out of Licensee's commercialization of Licensed Products, breach of representations or misuse of the Licensed IP.

8.2 Insurance. Licensee shall maintain commercial general liability and product liability insurance in amounts reasonably acceptable to Licensor and shall name Licensor as an additional insured with respect to Licensed Product claims.

9. LIMITATION OF LIABILITY

9.1 Exclusion. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

9.2 Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED .

10. TERMINATION

10.1 For Cause. Either Party may terminate this Agreement for material breach by the other Party that remains uncured after days' written notice specifying the breach.

10.2 Insolvency. Either Party may terminate upon the insolvency, bankruptcy filing or assignment for the benefit of creditors of the other Party.

10.3 Effect of Termination. Upon termination, Licensee shall immediately cease use of Licensed IP and, within days, pay all outstanding amounts and comply with disposition obligations for inventory and confidential information as set forth in this Agreement.

11. ASSIGNMENT

11.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Licensee may assign this Agreement in connection with a sale of substantially all of its assets or a merger provided the assignee assumes Licensee's obligations hereunder.

12. NOTICES

Notices shall be in writing and delivered by certified mail, courier, or hand delivery to the addresses set forth above, or to such other address as a Party designates by written notice in accordance with this Section.

13. AMENDMENTS; WAIVER

Any amendment or modification of this Agreement shall be in writing and signed by authorized representatives of both Parties. Failure or delay in enforcing any provision shall not constitute a waiver of that provision.

14. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law rules. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Agreement.

15. MISCELLANEOUS

15.1 Entire Agreement. This Agreement, together with any schedules or exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings.

15.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect and the Parties shall negotiate in good faith a substitute provision that most nearly reflects the Parties' original intent.

15.3 Counterparts. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15.4 Survival. The provisions of Sections 4 (wherever applicable), 5, 6, 7, 8, 9, 10.3, 12, 14 and 15 shall survive termination or expiration of this Agreement.

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