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Non Exclusive Patent License
"I need a Non-Exclusive Patent License agreement for licensing our pharmaceutical manufacturing process patent to multiple manufacturers in Canada, with quarterly royalty payments of 5% of net sales and strict quality control requirements, to be effective from March 1, 2025."
1. Parties: Identification of the licensor and licensee, including full legal names, registration details, and addresses
2. Background: Context of the agreement, brief description of the patent(s), and the parties' intentions
3. Definitions: Detailed definitions of key terms used throughout the agreement, including technical terms, Patent Rights, Licensed Products, etc.
4. Grant of License: Scope of the non-exclusive license, including specific rights granted and any field-of-use limitations
5. License Fees and Royalties: Financial terms including upfront payments, ongoing royalties, calculation methods, and payment terms
6. Reports and Auditing: Requirements for reporting sales, calculating royalties, maintaining records, and rights of audit
7. Patent Marking and Protection: Requirements for marking products with patent numbers and obligations regarding patent protection
8. Representations and Warranties: Standard warranties regarding patent ownership, right to license, and non-infringement
9. Term and Termination: Duration of the agreement, renewal terms, and grounds for termination
10. Confidentiality: Obligations regarding confidential information shared during the license relationship
11. General Provisions: Standard boilerplate clauses including governing law, notices, assignment, and entire agreement
1. Sublicensing Rights: Include when licensee is permitted to sublicense the patent rights to third parties
2. Improvements: Include when parties wish to address rights to improvements made to the licensed technology
3. Manufacturing Requirements: Include when there are specific quality control or manufacturing standards to be met
4. Export Control: Include when the licensed technology is subject to export control regulations
5. Technology Transfer: Include when technical assistance or know-how transfer is part of the agreement
6. Patent Challenges: Include provisions regarding licensee's right to challenge patent validity
7. Most Favored Nation: Include when licensee requires assurance of competitive license terms
8. Government Rights: Include when the patent resulted from government-funded research
9. Insurance: Include when specific insurance coverage is required for licensed products
1. Schedule A - Licensed Patents: Detailed list of licensed patents including patent numbers, jurisdictions, and status
2. Schedule B - Licensed Products: Specific description of products covered by the license
3. Schedule C - Royalty Rates: Detailed royalty calculations, including any volume-based adjustments or minimum payments
4. Schedule D - Technical Specifications: Technical requirements and specifications for licensed products
5. Schedule E - Territory: Detailed description of geographic territories where license rights are granted
6. Appendix 1 - Reporting Template: Standard format for sales and royalty reports
7. Appendix 2 - Quality Control Standards: Specific quality control requirements and testing procedures
Authors
Technology
Pharmaceuticals
Biotechnology
Manufacturing
Telecommunications
Electronics
Automotive
Aerospace
Chemical
Clean Technology
Medical Devices
Software
Research & Development
Consumer Goods
Industrial Equipment
Legal
Intellectual Property
Research and Development
Business Development
Technology Transfer
Innovation
Commercial
Licensing
Patents
Corporate Development
Intellectual Property Counsel
Patent Attorney
Licensing Manager
Technology Transfer Officer
Chief Technology Officer
Research Director
Business Development Manager
Innovation Manager
Legal Counsel
Commercial Director
Head of R&D
Chief Executive Officer
Chief Legal Officer
Patent Portfolio Manager
Commercialization Manager
Contract Manager
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