5. License Terms. In the event that the Licensee decides to exercise its option to enter into a licence agreement, the following conditions of licence will be complied with within thirty (30) days of receipt by the Licensor of the notification that the Licensee is exercising the option. The licensee shall pay the licensor the following amount and comply with the following requirements at the time of entering into a licence agreement with the licensor: 7. Failure to exercise or close the option. If the Beneficiary does not properly exercise its option before the end of the Term or does not comply with the terms and conditions of license and conclusion of a License within the authorized period, this Option Agreement will be terminated and the Licensor may retain the Option Price and has no other obligation to the Beneficiary. Harvard also offers option agreements for companies considering licensing a Harvard technology. An option agreement allows a company to “retain” a technology for a short period of time, during which it can further assess its potential or raise funds for product development without committing or committing Harvard to meet the obligations arising from a licensing agreement. Options typically last from six months to a year and typically require both an initial fee and a refund of the patent process for the duration of the option.
An option contract is sometimes used to allow a third party to assess the technology and its market potential for a limited period of time prior to licensing. Sometimes a license makes the start-up unsuitable for some funding, in which case an option contract is preferable. The express option model assures the startup that UC will not commercialize the technology to other companies during this evaluation period, but is intended to discourage sitting on a technology with little movement toward licensing. The terms and conditions are summarized below: For examples of confidentiality agreements, material transfer agreements or research collaboration agreements, please return to our Examples of Agreements page. A license for Harvard`s own patent rights is subject to conditions similar to those set forth in the form agreements in the links below. Some terms may be modified to reflect unique aspects of each situation. In particular, financial conditions are determined based on the technology to be licensed, the licensee`s business model and market standards in the industry in which the licensee operates. An example of a restaurant license agreement would be if a McDonald`s franchisee has a licensing agreement with McDonald`s Corporation that allows them to use the company`s branding and marketing materials. And toy manufacturers regularly sign licensing agreements with movie studios, giving them legal authority to produce figurines based on the popular similarities of movie characters. In addition to detailing all the parties involved, the license agreements detail how the authorized parties can use the real estate, including the following parameters: 3.
Exercise of the option. The beneficiary may exercise its option at any time before the end of the term by sending the grantor a written notification signed by the beneficiary to the address indicated above. The notification must be served personally or stamped before the expiry of the time limit. License agreements describe the terms under which one party may use another party`s property. While the properties in question may include a variety of elements, including real estate and personal effects, licensing agreements are most often used for intellectual property such as patents and trademarks, as well as copyrights for written materials and visual arts. Access to Harvard`s innovations should be as easy as possible. Our licensing agreements are fair and appropriate, and OTD`s experienced staff will work with you to help you achieve your business goals. To give you an idea of how these licenses take shape, we are happy to provide you with a number of examples of agreements illustrated here.
If you have any questions about these samples, please contact us. 1. Granting of the option. In consideration for payment of the option price by the grantor to the grantor, whose acceptance is acknowledged by the licensor, the grantor grants the grantor an exclusive option to obtain from the grantor a license for the option rights in accordance with this option agreement. Licensing agreements are often used for the commercialization of technologies. 11. Warranty. Option rights are experimental in nature and are PROVIDED WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF NON-INFRINGEMENT. The Grantor makes no representation or warranty that the use of the option rights will not infringe any patent or proprietary right of third parties. Harvard offers certain materials (usually biological research material) for commercial purposes on a non-exclusive basis. Some materials, such as mice.
B, are usually offered on a lump sum basis or with fixed annual payments. others, such as hybridoma cell lines, also include royalty-based payments. Standard contracts for both types of hardware licenses are listed below. In order to demonstrate their agreement with the above conditions, the grantor and the beneficiary have entered into this option agreement below. Those entering into a licensing agreement should consult a lawyer as there are complexities that are difficult to grasp for those who do not have a thorough understanding of intellectual property law. 4. Confidentiality. The parties agree to keep confidential the conversations and proprietary information disclosed under the Option Agreement, to disclose them only to persons in their respective companies who need to know, and to assure the other party that such persons understand this duty of confidentiality. A license agreement is a written agreement between two parties in which one owner allows another party to use that property under a certain set of parameters.
A license agreement or license agreement typically includes a licensor and a licensee. A license agreement is an agreement between UC and a third party in which UC`s rights in a technology (without relinquishing ownership) are licensed for financial and other benefits. UC uses a standard express license model for all graduates of our Venture Lab. The use of a standard license allows us to act quickly and allows the start-up to make external private investments as soon as it is justified. You cannot raise investment funds unless you have a license for your intellectual property. The bargaining power of both parties to a licensing agreement often depends on the type of product. For example, a film studio that licenses the likeness of a popular superhero to an action figure creator could have significant bargaining power in this negotiation, as the manufacturer is likely to benefit enormously from such an agreement. The film studio therefore has the leverage to take its business elsewhere if the manufacturer is cold on its feet. By: Dr.
Frederic Erbisch, Director (Retired), Office of Intellectual Property, Michigan State University, USA, Email: [email protected] b. Provide the grantor with a preliminary business plan acceptable to the grantor that describes the steps proposed by the recipient to commercialize the option rights. UC does not take a stake in the capital when a company is formed. The IP is owned by UC, but is licensed to startups at a fair price, summarized below: From: Note on Global Access – The development of technologies derived from Harvard`s patent rights can lead to licensed products that could result in significant public health benefits in developing countries. Harvard, through its participation in Allied for Essential Medicines Universities, is committed to promoting affordable access to these products in developing countries. To fulfill this obligation, we may need conditions similar to those in the link below in the exclusive licenses of this potentially effective technology. 6. Conditions of Licence. The terms of the licence agreement are negotiated in good faith to result in a mutually acceptable licence in the form of Exhibit A.8. Mission. This option agreement binds and favours the legal successors and assigns of the parties. Neither party may assign any rights under this Option Agreement without the prior written consent of the other party.
10. Indemnification. The Beneficiary indemnifies, indemnifies and defends the Settlor and its trustees, officers, employees and agents against all allegations and actions of death, illness, personal injury, property damage and improper business practices arising from the option rights. This Agreement is between the__________________, an interpretation under the law of __ The paragraph headings used in this Option Agreement are provided for convenience only and may not be used to interpret the terms of this Option Agreement. .
