Patent License Agreement

License of Rights under Patent Agreement

Agreement made on the , between (Name of Licensor), a corporation organized and existing under the laws of the state of , with its principal office located at (street address, city, county, state, zip code), referred to herein as Licensor, and (Name of Licensee), a corporation organized and existing under the laws of the state of , with its principal office located at (street address, city, county, state, zip code), referred to herein as Licensee.

Whereas, Licensor is the owner of the entire right, title, and interest in letters patent of the United States, No. , issued (date), for an invention entitled , and described generally as follows:

Whereas, Licensee desires to secure, and Licensor is willing to grant, (an exclusive or nonexclusive) license under the patents to manufacture, use, sell, and otherwise practice the invention;

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. Definitions

In interpretation of this Agreement, the following definitions shall apply:

A. Licensed Patents means all patents issued after or issuing on patent applications filed after and as to which Licensor has the right at any time during the term of this Agreement to grant licenses of the scope granted under this Agreement.

B. Licensed Invention means

C. Licensed Products means

D. (Description of other definitions of words and phrases as appropriate.)

2. Grant of License

Licensor grants to Licensee license to manufacture, use, sell, and otherwise practice the Licensed Invention throughout the United States, its territories, and possessions for the full term of the Licensed patents, including any extensions or reissues of the same.

3. Royalty

Licensee will pay royalties to Licensor at the rate of % of the net selling price of all Licensed Products sold or otherwise disposed of subsequent to . Net selling price means: invoice price, f.o.b. factory, after deduction of standard discounts, but before deduction of any other items. If the Licensed Products are not sold but are otherwise disposed of, net selling price is to be the price at which similar products are sold.

4. Resale of Licensed Products

If any Licensed Products are sold for resale to a corporation or firm in which Licensee owns a controlling interest, the royalties to be paid in respect to such products shall be computed on the net selling price at which the purchaser for resale resells such products rather than on the net selling price of Licensee.

5. Payment

Royalty payments under this Agreement shall be due and payable quarterly on or before the day of , , and of each year during which this Agreement is in effect.

6. Cooperation

Licensor shall provide Licensee with all requested technical information relating to the Licensed invention, provided that such information is in its possession, and shall aid Licensee in developing the Licensed Invention.

7. Reporting

Licensee shall submit written reports to Licensor quarterly, according to the following schedule:

Each such report shall include a statement of the number, description, and aggregate net selling prices of Licensed products sold or otherwise disposed of during the preceding three calendar months and on which royalty is payable as provided in Section 5. The first such report shall include all Licensed Products sold or otherwise disposed of from the date of this Agreement.

8. Improvements

Any improvements relating to the Licensed Invention are included within the scope of this License Agreement. If a patent is granted for any such improvement, Licensor shall then pay Licensee the royalty as provided for in Section 5.

9. Default

If Licensee commits any default or breaches with respect to any of the provisions of this Agreement, or fails to account for or pay to Licensor any of the royalties that become due under this Agreement, Licensor shall have the right to cancel this Agreement on days' written notice to Licensee. However, if Licensee cures the default or breach within days of written notice of the default or breach, the License shall not be canceled.

10. Bankruptcy

In the event of any adjudication of bankruptcy, appointment of a receiver, assignment for the benefit of creditors, or levy of execution directly involving Licensee, this Agreement shall then terminate.

11. Warranties

Neither party makes any representations, extends any warranties, or assumes any responsibilities whatever with respect to use, sale or other disposition by the other party or its vendees or transferees of the Licensed Products.

12. Termination

Licensee shall have the right to cancel this Agreement on days' written notice to Licensor. In the event of such cancellation, Licensee shall pay to Licensor all royalties due and payable up to the effective date of such cancellation. After the effective date of cancellation, Licensee shall be in the same position that it would have occupied had this Agreement not been made.

13. 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.

14. 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.

15. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

16. Notices

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.

17. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

18. 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.

19. 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.

20. 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.

21. 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.

23. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.