Patent License Agreement

LICENSOR LETTERHEAD

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PATENT LICENSE AGREEMENT

This Patent License Agreement (hereinafter the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (the “Effective Date”) by and between:

**LICENSOR:**

{{licensor_company_name}}, a company duly incorporated and existing under the laws of {{licensor_jurisdiction}}, with its principal place of business at {{licensor_address}} (hereinafter referred to as “Licensor”).

AND

**LICENSEE:**

{{licensee_company_name}}, a company duly incorporated and existing under the laws of {{licensee_jurisdiction}}, with its principal place of business at {{licensee_address}} (hereinafter referred to as “Licensee”).

Licensor and Licensee are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, Licensor is the sole and exclusive owner of the patent(s) listed in Schedule A attached hereto and incorporated herein by reference (hereinafter the “Patented Invention”);

WHEREAS, Licensee desires to obtain a license to use the Patented Invention for the purposes and in the manner set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

GRANT OF LICENSE

1.1. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a {{exclusive_non_exclusive}} (exclusive/non-exclusive), {{transferable_non_transferable}} (transferable/non-transferable), {{irrevocable_revocable}} (irrevocable/revocable) license to make, use, sell, offer for sale, import, and otherwise commercialize the Patented Invention in the {{territory}} (the “Territory”) for the field of use specified as {{field_of_use}}.

1.2. The term of this license shall commence on the Effective Date and shall continue until {{end_date}} or until the expiration of the last-to-expire patent included in the Patented Invention, unless terminated earlier in accordance with the provisions of this Agreement.

ROYALTIES AND PAYMENT TERMS

2.1. In consideration for the license granted herein, Licensee shall pay to Licensor royalties as follows:

a. A lump sum payment of {{lump_sum_amount}} ({{currency}}) upon the execution of this Agreement.

b. A running royalty of {{royalty_percentage}}% of the Net Sales of products incorporating the Patented Invention. “Net Sales” shall mean the gross sales price less returns, allowances, and sales taxes.

2.2. Royalty payments shall be made on a {{payment_frequency}} basis, within {{payment_days}} days after the end of each {{payment_period}}, accompanied by a detailed statement of Net Sales during that period.

2.3. All payments shall be made in {{currency}} to the following bank account: {{licensor_bank_details}}.

REPRESENTATIONS AND WARRANTIES

3.1. Licensor represents and warrants that it is the sole and exclusive owner of the Patented Invention and has the full right, power, and authority to grant the license granted herein.

3.2. Licensor makes no other warranties, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose, or that the Patented Invention does not infringe on the intellectual property rights of any third party.

INDEMNIFICATION

4.1. Licensee agrees to indemnify, defend, and hold harmless Licensor from and against any and all claims, liabilities, damages, losses, and expenses (including attorneys’ fees) arising out of or in connection with Licensee’s use, manufacture, sale, or distribution of products incorporating the Patented Invention.

CONFIDENTIALITY

5.1. Both Parties agree to keep confidential all non-public information disclosed by one Party to the other Party in connection with this Agreement, including but not limited to technical, financial, and business information, for a period of {{confidentiality_period}} years from the date of disclosure.

TERMINATION

6.1. This Agreement may be terminated by either Party in the event of a material breach by the other Party, provided that the breaching Party fails to cure such breach within {{cure_period}} days after receiving written notice thereof.

6.2. Upon termination, Licensee shall immediately cease all use of the Patented Invention and return all confidential information to Licensor.

GOVERNING LAW AND DISPUTE RESOLUTION

7.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

7.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_institution}}.

ENTIRE AGREEMENT

8.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Patent License Agreement as of the Effective Date.

**LICENSOR:**

_____________________________

Name: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

Date: {{licensor_signature_date}}

**LICENSEE:**

_____________________________

Name: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}

Date: {{licensee_signature_date}}

**SCHEDULE A: LIST OF PATENTS**

{{patent_list}}