Fill and Sign the Membership Interest Purchase Agreement Dated Secgov Form

Option Agreement for Purchase of Patent Rights This Agreement is made this the ________________________ (date), by and between ________________________ (Name of Optionor), of _____________________________________________ (street address, city, county, state, zip code), herein referred to as Optionor, and (Name of Optionee), a corporation organized and existing under the laws of the state of ________________________ (name of state) , with its principal office located at _____________________________________________ (street address, city, county, state, zip code), referred to herein as Company; Whereas, Optionor is the owner of certain Patent Rights (as later defined herein) relating to Patent #________________________, and has the right to grant licenses under said Patent Rights; and Whereas, Company desires to have the Patent Rights developed and commercialized to benefit the public and is willing to grant a license thereunder; and Whereas, Company desires a period of time in which to internally evaluate the Patent Rights, potential products and markets therefore, and in which to elect to negotiate a license;Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1.Definition of Patent Rights. Patent Rights means the patent, patent applications, and provisional applications set forth on Exhibit A. 2. Grant of Option Right. Optionor hereby grants Company an option to negotiate a worldwide, royalty-bearing, limited term exclusive license under the Patent Rights in the following field of _____________________________________________ (name and description), the Option Right. Company may exercise the Option Right upon written notice to Company received by Company within ________________________ (e.g., six months) after the effective date ________________________ (the Option Period). If Company does not elect to exercise the Option Right, or fails to exercise the Option Right during the Option Period, Optionor shall be free to license its rights under the relevant Patent Rights to any third party and this Agreement shall terminate. If Company does elect to exercise the Option Right, Optionor and Company shall negotiate in good faith a license agreement containing commercially reasonable terms and conditions. If Optionor and Company is unable to reach agreement within _______ days after Company has exercised the Option Right, this Agreement shall terminate. Thereafter, Optionor may offer its rights in the Patent Rights to any third parties. 3. Limited License Option Agreement for Purchase of Patent Rights. Optionor hereby grants Company an internal use license during the Option Period to practice the Patent Rights solely for the purpose of Company's internal evaluation of the Patent Rights in furtherance of this Agreement. During the Option Period, Company shall use commercially reasonable efforts to evaluate the Patent Rights with a view toward creating a commercial product or process that will be covered by the Patent Rights. In addition, Optionor hereby grants Company an internal use license during the Option Period to use, solely for the purpose of Company's internal evaluation, the materials described and given to Company under the terms of the Material Transfer Agreement attached herein as Exhibit B. 4. Option Fee. In consideration of the rights granted Company under this Agreement, Company shall pay to Optionor a nonrefundable option fee of $__________________ on the effective date. 5. Payment of Patent Expenses. Within __________________ (number) days after Optionor invoices Company, Company shall reimburse Optionor for all patent- related expenses (including attorneys' fees) incurred by Optionor during the term of this Agreement in connection with obtaining or maintaining the Patent Rights. During the Option Period, Optionor will notify Company in writing of any pending action on the U.S. patent applications corresponding to the Patent Rights that may result in such patent- related expenses exceeding $__________________. Should Company refuse to pay for such action, and if such action is necessary to retain U.S. patent rights, this Agreement will terminate immediately. During the Option Period, Company may elect to have Optionor file foreign patent applications corresponding to the Patent Rights in such countries as Company may select by written notice on or before __________________ (date), and such foreign filings shall be added to Exhibit A and shall be included in the definition of Patent Rights. Company shall reimburse Optionor for all patent-related expenses (including attorneys' fees) incurred by Optionor during the term of this Agreement in connection with obtaining or maintaining such foreign Patent Rights. 6. Extension of Option Period. Company shall have the right to extend the Option Period for an additional six (6) month period by giving Optionor written notice of such extension one month prior to the expiration of the Option Period. If Company elects to extend the Option Period, then an option fee of $__________________ shall be due and payable to Optionor at the time written notice of such extension is provided to Optionor. 7. Survival. Sections 4, 5, 6 (to the extent payments are due), 7, and 9 shall survive the expiration or termination of this Agreement. 8. Termination for Default. In the event Company commits a material breach of its obligations under this Agreement and fails to cure that breach within thirty (30) days after receiving written notice thereof, Optionor may terminate this Agreement immediately upon written notice to Company. 9. Termination by Company. Company shall have the right to terminate this Agreement, for any reason upon at least (number) days prior written notice to Optionor, such notice to state the date at least __________________ (number) days in the future upon which termination is to be effective, and upon payment of all amounts due to Optionor through such termination effective date. Company shall not be responsible for patent-related expenses (including attorneys' fees) incurred by Optionor in connection with obtaining or maintaining Patent Rights after such terminate date. 10.Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 11. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.12.Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of __________________ (name of state).13.Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.14. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 15.Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.16. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.17.Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.18. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.19. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. 20.Gender. Words used herein regardless of the gender specifically used, shall be deemed and construed to any other gender, masculine, feminine or neuter, as the context requires. WITNESS our signatures as of the day and date first above stated. __________________ (Name of Company) ______________________ By__________________________ (Signature of Optionor) (Signature of Officer) __________________ __________________ (Printed Name of Optionor) (Printed Name and Title)