Fill and Sign the Patent License Agreement Priori Form

License Agreement Regarding Rights under Patent Applications or Patents that may be Issued License Agreement made on the __________________ (date), between __________________ (Name of Licensor) , a corporation organized and existing under the laws of the state of __________________ (name), with its principal office located at _____________________________________________ (street address, city, county, state, zip code), and referred to herein as Licensor, and __________________ (Name of Licensee), a corporation organized and existing under the laws of the state of (name), with its principal office located at _________________________________________ (street address, city, county, state, zip code), and referred to herein as Licensee; Whereas, Licensor represents and warrants that it is the owner of, and has the right to grant ________________________ (an exclusive/a nonexclusive) license with respect to the following United States patent application: Application No. __________________, filed __________________ (date), for an invention entitled ____________________ (title of invention), described generally as follows: _____________________________________________________________________________________________________________________________________________________________________________________________ (description of invention) ; Whereas, Licensee desires to obtain ________________________ (an exclusive/a nonexclusive) license under the above-listed Patent Application and patents that may issue on the same; 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: I.Grant of License. Licensor grants to Licensee on the terms and conditions stated below the ________________________ (exclusive/nonexclusive) right and license under the above-specified Patent Application and under any divisions, continuations, and continuations-in-part of such Application, and under any patents that may issue on the Application or any reissues or extensions of the same, to make, use, and sell, throughout the United States of America, its territories and dependencies, the invention described and claimed in such patent. Unless sooner terminated as provided in this Agreement, the term of this Agreement shall continue until the expiration of the last of such patents. II. Royalty. On all products sold by Licensee during the term of this Agreement that (i) are covered by any claim of any patent application or patent under which Licensee is licensed by this Agreement, or (ii) are made by the use of any process or apparatus covered by any such claim, Licensee shall pay to Licensor a royalty of _______% of the net selling price. Net selling price is defined as the price at which the licensed products are actually sold by Licensee after deducting any allowances granted to its customers, such as trade and quantity discounts, freight allowances, and price reductions on previous sales of such licensed products, and after deducting the commissions actually paid by Licensee on such sales to any sales representative or salesperson not in Licensee's direct employ.III. Records. Licensee shall keep accurate records and books of account showing the quantities and net selling prices of the licensed products. Any certified public accountant authorized in writing by Licensor shall be given access to such records and books at all reasonable times. Quarterly, within ________________________ (number) days after the first days of ________________________ (name of month), ________________________ (name of month), ________________________ (name of month) and ________________________ (name of month) of each year during the continuance of this Agreement, Licensee shall render written reports to Licensor stating in each such report the quantities and net selling prices of all licensed products sold by Licensee during the preceding three calendar months, except that the first such report shall cover only the portion of the quarter between the date of this Agreement and the end of the quarter. Each such report shall be accompanied by remittance in full covering the royalties shown to be due Licensor. Licensed products shall be considered sold when billed out; if licensed products are not billed out, they shall be considered sold when delivered or when paid for, whichever occurs first. Royalties paid on licensed products that are returned by customers may be credited against future royalty payments, provided royalties are paid on any such returned licensed products that are later sold. No royalties need be paid on licensed products furnished to customers without charge to replace returned licensed products on which royalties had previously been paid, provided no credit is taken against royalty payments for such returned licensed products. IV.Sublicenses. Licensee shall have the right to grant sublicenses under this Agreement on terms not inconsistent with this Agreement, including the quarterly payment of royalties by the sublicensee at a rate not less than that specified in Section Two, provided the credit of the sublicensee is acceptable to Licensor, or Licensee is willing to guarantee the payment of royalties by the sublicensee. Licensor shall promptly be furnished with a copy of each sublicense granted by Licensee. Licensee shall pay over to Licensor that part of the royalties actually received by it from such sublicensees, or the receipt of which is guaranteed by it, that corresponds to the royalty rate specified in Section II.V.Prosecution of Applications. Licensor shall have full and complete control over the prosecution of the licensed applications, of any reissue of the licensed patents and of any related disclaimer proceedings. Licensor shall keep Licensee fully and promptly informed of such prosecution, and shall give Licensee reasonable opportunity to make suggestions with regard to such prosecution. Licensor shall be under no obligation to accept any such suggestion, or to continue such prosecution beyond the point that it considers desirable. Each party shall bear the cost of its own activities in connection with the foregoing. VI.Marking. Licensee shall mark all licensed products sold by it under this Agreement with the number of any patent that is applicable to the product and under which it is licensed by this Agreement.VII. Infringement. If any infringement of the licensed patents comes to the attention of either party, such party shall promptly notify the other party of the infringement. The parties then shall consult with a view to reaching Agreement as to ways and means of eliminating the infringement. If either party desires to litigate the infringement and the other party refuses to do so or refuses to bear one-half of the cost of the litigation in return for one-half of the recovery, the party desiring litigation may at its sole discretion, and at its sole cost and expense, bring suit to restrain such infringement, may join the refusing party as a party plaintiff in such suit, and shall be entitled to receive and retain for its own use and benefit any recovery awarded in such suit.VIII. Invalidity of Patent. If any claim of any patent under which this license is granted shall be declared invalid by a final decision of a court of competent jurisdiction, whether an appellate court or a lower court whose decision becomes final by failure to appeal, or if, as a result of a final decision, any such claim later shall be awarded to another, Licensee shall be relieved of all obligations under this Agreement. If any claim of any patent application under which this license is granted shall be finally rejected, such claim then shall be treated as if it did not exist, unless and until such final rejection shall be withdrawn or reversed and such claim allowed.IX. Termination. If Licensee fails to pay to Licensor the royalties payable under the terms of this Agreement, or if Licensee violates or fails to keep or perform any other obligation, term or condition of this Agreement, or if Licensee shall be adjudged a bankrupt or become insolvent or make an assignment for the benefit of creditors, or be placed in the hands of a receiver or trustee in bankruptcy, then Licensor may, at its option, cancel and terminate this Agreement by giving __________________ (number) days' written notice, specifying the default complained of; provided, however, that if Licensee shall, within such __________________ (number) days, cure the default complained of, then the notice shall cease to be operative and this license agreement shall continue in full force and effect as though such default had not occurred; and provided further, that if Licensee shall within such __________________ (number) days notify Licensor in writing that it disputes the asserted default, the matter shall be submitted to arbitration as provided below in this Agreement. X. Nonuse. If Licensee makes no substantial use of the invention or of any claims of an issued patent under which Licensee is licensed by this Agreement, for a full calendar year after the issuance of such patent, then Licensor shall have the right to cancel this license as to such nonused patent on __________________ (number) days' written notice to Licensee. The failure of Licensor to serve such notice of cancellation within __________________ (number) months after the end of the calendar year in question shall be construed as a waiver of the right of Licensor thus to cancel this license; provided, however, that Licensor may nevertheless exercise its option to cancel if the patent is not substantially used by Licensee for any subsequent calendar year. If the parties disagree as to what constitutes substantial use, the matter shall be submitted to arbitration as provided below.XI.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. XII. 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.XIII.Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of __________________ (name of state).XIV.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.XV. 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. XVI.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.XVII. 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.XVIII.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.XIX. 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. XX. 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.WITNESS our signatures as of the day and date first above stated.________________________ ________________________(Name of Licensor) (Name of Licensee) By:________________________ By:_________________________ (Signature of Officer) (Signature of Officer) ________________________ ________________________ (Printed Name & Office in Corporation) (Printed Name & Office in Corporation)