paying foreign patent expenses or managing litigation, specify here.] [Identify specific existing licenses, sponsor rights or other encumbrances by Third-Party institution and by patent right (if applicable), including U.S. federal funding Interests with agency name(s) and grant numbers, or state “None”] [Specify of _____” or other jurisdiction; or state if the Parties Governing Law “State “None” wish to remain silent on choice of governing law.] [State changes” or identify the specific Sections that have been changed Changes in “No from the standard template] General Terms Part 2 General Terms – 1. Definitions The following capitalized terms have the meanings set forth below. Fee” means the fee retained by Lead Institution as consideration for “Administration acting as lead under this Agreement. The amount of the Administration Fee, if any, is identified in the Transaction Terms and is calculated as a percentage of License Consideration after subtracting Patent Expenses reimbursed therefrom. Expenses” has the meaning given in Section 2.3. “Covered Patent Expenses” means Patent Expenses that are either (a) in excess of “Extraordinary the Patent Expense Notice Level, if any, set forth in the Transaction Terms, or (b) incurred in the defense of a challenge made to the validity of Patent Rights, such as an review, inter partes interference or opposition proceeding. Terms” has the meaning given in the first paragraph of this Agreement. “General Agreement” means any agreement entered into by Lead Institution pursuant to “License the rights conferred by this Agreement granting Licensee the right to make, have made, import, use, offer to sell or sell products or services covered by Patent Rights, or any agreement granting an option for such a license. Consideration” means collectively all money and other items of value “License (excluding research grants), including up-front license fees (whether cash, equity, or other consideration), annual maintenance fees, patent expense reimbursements, milestone fees, minimum royalties, earned royalties, and other consideration received from a Licensee or its sublicensees, or otherwise received on account of licensing or optioning the Patent Rights. means a third party granted an interest in the Patent Rights pursuant to a “Licensee” License Agreement with Lead Institution. Consideration” means the License Consideration less the Administration Fee and “Net unreimbursed Patent Expenses paid by the Parties.
paying foreign patent expenses or managing litigation, specify here.] Third-Party Interests [Identify specific existing licenses, sponsor rights or other encumbrances by institution and by patent right (if applicable), including U.S. federal funding with agency name(s) and grant numbers, or state “None”] Governing Law [Specify “State of _____” or other jurisdiction; or state “None” if the Parties wish to remain silent on choice of governing law.] Changes in General Terms [State “No changes” or identify the specific Sections that have been changed from the standard template] Part 2 – General Terms 1. Definitions The following capitalized terms have the meanings set forth below. “Administration Fee” means the fee retained by Lead Institution as consideration for acting as lead under this Agreement. The amount of the Administration Fee, if any, is identified in the Transaction Terms and is calculated as a percentage of License Consideration after subtracting Patent Expenses reimbursed therefrom. “Covered Expenses” has the meaning given in Section 2.3. “Extraordinary Patent Expenses” means Patent Expenses that are either (a) in excess of the Patent Expense Notice Level, if any, set forth in the Transaction Terms, or (b) incurred in the defense of a challenge made to the validity of Patent Rights, such as an inter partes review, interference or opposition proceeding. “General Terms” has the meaning given in the first paragraph of this Agreement. “License Agreement” means any agreement entered into by Lead Institution pursuant to the rights conferred by this Agreement granting Licensee the right to make, have made, import, use, offer to sell or sell products or services covered by Patent Rights, or any agreement granting an option for such a license. “License Consideration” means collectively all money and other items of value (excluding research grants), including up-front license fees (whether cash, equity, or other consideration), annual maintenance fees, patent expense reimbursements, milestone fees, minimum royalties, earned royalties, and other consideration received from a Licensee or its sublicensees, or otherwise received on account of licensing or optioning the Patent Rights. “Licensee” means a third party granted an interest in the Patent Rights pursuant to a License Agreement with Lead Institution. “Net Consideration” means the License Consideration less the Administration Fee and unreimbursed Patent Expenses paid by the Parties.
model_iia_final_version__annotated__10.21.2015.docx