License Transfer Agreement

LICENSE TRANSFER AGREEMENT

This License Transfer Agreement (the "Agreement") is made and entered into on this day of , year , by and between , a ("Transferor"), and , a ("Transferee").

RECITALS

WHEREAS, Transferor is the lawful holder of certain rights under that certain license described below (the "Licensed Rights"); and

WHEREAS, Transferee desires to acquire and Transferor desires to transfer, assign and convey all of Transferor's right, title and interest in and to the Licensed Rights, subject to the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms under which the Licensed Rights shall be transferred and any attendant obligations shall be satisfied.

NOW, THEREFORE

In consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Licensed Rights" means the rights described as: , including without limitation all sublicensing rights, territory: , and any extensions or renewals to the extent transferable under applicable law and the underlying license instruments.

2. ASSIGNMENT AND TRANSFER

2.1 Assignment. Subject to the terms and conditions of this Agreement and effective as of the Effective Date defined above, Transferor hereby irrevocably transfers, assigns and conveys to Transferee all of Transferor's right, title and interest in and to the Licensed Rights, including any rights to receive royalties or other consideration arising after the Effective Date, except as expressly set forth herein.

2.2 Excluded Rights. The parties acknowledge that the following rights are excluded from the assignment: .

3. CONSIDERATION

In exchange for the assignment of the Licensed Rights, Transferee shall pay to Transferor the consideration set forth below. The total purchase price shall be $ , payable as follows: . Payment of the Purchase Price shall be a condition precedent to the effectiveness of the transfer unless otherwise agreed in writing.

4. REPRESENTATIONS AND WARRANTIES

4.1 Transferor Representations. Transferor represents and warrants to Transferee that: (a) Transferor has full corporate power and authority to enter into and perform this Agreement; (b) Transferor is the sole and exclusive legal owner of the Licensed Rights free and clear of any liens, encumbrances, security interests or other third-party claims except as disclosed in writing to Transferee; (c) to Transferor's knowledge, no event has occurred that constitutes a material breach under the underlying license that would prevent assignment as of the Effective Date.

4.2 Transferee Representations. Transferee represents and warrants to Transferor that: (a) Transferee has full power and authority to execute and perform this Agreement; (b) Transferee has the financial capacity to satisfy the obligations hereunder; and (c) Transferee will comply with all material obligations under the underlying license following the transfer to the extent required by the license terms.

5. CONSENT OF THIRD PARTIES

5.1 Consent Required. Is consent of the licensor or any third party required for this transfer? Yes No

5.2 Status of Consent. If consent is required, indicate whether consent has been obtained: Obtained Pending Denied

If consent is required and obtained, describe the instrument evidencing consent:

6. CLOSING; DELIVERIES

6.1 Closing. The closing of the transfer (the "Closing") shall occur on , or at such other time as the parties may agree in writing.

6.2 Deliveries by Transferor. At or prior to the Closing, Transferor shall deliver to Transferee duly executed instruments of assignment, records reasonably necessary to effect the transfer, and evidence of the absence of liens described in Section 4.1.

6.3 Deliveries by Transferee. At or prior to the Closing, Transferee shall deliver the Purchase Price in cleared funds and any counterpart signature pages required to effectuate the transfer.

7. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any non-public information received from the other party in connection with this Agreement, except as required by law or court order. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years.

8. INDEMNIFICATION

8.1 Transferor Indemnity. Transferor shall indemnify, defend and hold harmless Transferee from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Transferor's representations, warranties or covenants contained in this Agreement or any claim that the Licensed Rights are subject to an undisclosed lien or encumbrance.

8.2 Transferee Indemnity. Transferee shall indemnify, defend and hold harmless Transferor from and against any and all losses, liabilities, damages, costs and expenses arising out of Transferee's post-Effective Date use of the Licensed Rights or breach of its representations, warranties or covenants.

9. LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF SECTION 4 (REPRESENTATIONS) OR A PARTY'S INDEMNIFICATION OBLIGATIONS IN SECTION 8, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. NOTICES

All notices under this Agreement shall be in writing and shall be deemed delivered upon personal delivery, one (1) business day after deposit with a nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, in each case addressed to the addresses provided above or such other address as a party may designate by notice in accordance with this Section.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party against whom enforcement is sought. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: , without regard to principles of conflicts of law.

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

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that best reflects the parties' original intent.

13. MISCELLANEOUS

The parties acknowledge that time is of the essence with respect to their obligations under this Agreement. Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

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