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Patent License
1. Parties: Identification of the licensor and licensee with full legal details
2. Background: Context of the agreement, including patent ownership confirmation and purpose of the license
3. Definitions: Defined terms including Licensed Patents, Licensed Products, Territory, and Technical Information
4. Grant of Rights: Scope of the license including type (exclusive/non-exclusive), field of use, and territorial scope
5. License Fees and Royalties: Financial terms including upfront payments, running royalties, and payment mechanisms
6. Reports and Auditing: Requirements for reporting sales, calculating royalties, and audit rights
7. Intellectual Property Protection: Obligations regarding patent maintenance, infringement actions, and improvements
8. Confidentiality: Protection of confidential information exchanged under the agreement
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Warranties and Liability: Representations about patent validity and limitations of liability
11. General Provisions: Standard clauses including governing law, dispute resolution, and assignment rights
1. Cross-Licensing Terms: Used when licensee grants back rights to their improvements or related patents
2. Quality Control: Included when licensor needs to maintain quality standards for licensed products
3. Regulatory Compliance: Required for heavily regulated industries like pharmaceuticals or medical devices
4. Sub-licensing Rights: Included when licensee is permitted to sub-license the patent rights
5. Manufacturing Requirements: Used when license includes specific manufacturing obligations or restrictions
6. Export Control: Required when technology transfer is subject to export control regulations
7. Competition Law Compliance: Specific provisions ensuring compliance with competition laws for high-value patents
1. Schedule A - Licensed Patents: Detailed list of all patents and patent applications covered by the license
2. Schedule B - Technical Information: Specification of know-how and technical documentation to be provided
3. Schedule C - Royalty Calculations: Detailed methodology for calculating royalties and examples
4. Schedule D - Development Milestones: If applicable, development or commercialization milestones
5. Schedule E - Quality Standards: Technical specifications and quality requirements for licensed products
6. Schedule F - Approved Sub-contractors: List of approved manufacturers or sub-contractors if applicable
7. Schedule G - Territory Restrictions: Detailed breakdown of territorial restrictions or market allocations
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