[State changes” or identify the specific Paragraphs that have been Changes in “No changed 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. Party” means a Party that notifies the other Party(ies) that it elects to abandon “Declining particular Patent Rights or elects to not pay or to discontinue paying its Share of Patent Expenses for particular Patent Rights in accordance with Paragraphs 2.2, 2.3, 4.1(b) or 4.1(c), including declining to pay expenses in excess of the Patent Expense Cap set forth in the Transaction Terms, if any. Agreement” means any agreement entered into by Lead Institution on behalf of “License both Lead Institution and the Other Institution(s) granting Licensee the right to make, use, offer to sell and/or sell products or services covered by Patent Rights, or any agreement granting an option for such a license. Consideration” collectively all money and other items of value (excluding “License 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. a third party who has been granted an interest in the Patent Rights “Licensee” pursuant to a License Agreement with Lead Institution. Consideration” means the License Consideration less the Administration Fee and “Net unreimbursed Patent Expenses paid by the Parties. Expenses” means all reasonable, out-of-pocket expenses incurred relating to the “Patent preparation, filing, prosecution, maintenance or defense of Patent Rights, both past and future. For avoidance of doubt, the salaries and costs of each Party’s technology transfer office or legal affairs office are not included as out-of-pocket expenses for purposes of calculating the Patent Expenses. Rights” means worldwide rights to the inventions described and claimed in the “Patent patents and patent applications identified as Patent Rights in the Transaction Terms; reissues,
Changes in General Terms [State “No changes” or identify the specific Paragraphs 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. “Declining Party” means a Party that notifies the other Party(ies) that it elects to abandon particular Patent Rights or elects to not pay or to discontinue paying its Share of Patent Expenses for particular Patent Rights in accordance with Paragraphs 2.2, 2.3, 4.1(b) or 4.1(c), including declining to pay expenses in excess of the Patent Expense Cap set forth in the Transaction Terms, if any. “License Agreement” means any agreement entered into by Lead Institution on behalf of both Lead Institution and the Other Institution(s) granting Licensee the right to make, use, offer to sell and/or sell products or services covered by Patent Rights, or any agreement granting an option for such a license. “License Consideration” 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” a third party who has been 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. “Patent Expenses” means all reasonable, out-of-pocket expenses incurred relating to the preparation, filing, prosecution, maintenance or defense of Patent Rights, both past and future. For avoidance of doubt, the salaries and costs of each Party’s technology transfer office or legal affairs office are not included as out-of-pocket expenses for purposes of calculating the Patent Expenses. “Patent Rights” means worldwide rights to the inventions described and claimed in the patents and patent applications identified as Patent Rights in the Transaction Terms; reissues,
ModelIIA2013(final).docx