/Docs/G/NVCA/2020/LifeScience-License-TermSheet/Form/0.md
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{- "edges" : [
- [ "Date." : "G/Z/Base" ] , [ "Licensor." : "G/Z/Base" ] , [ "Licensee." : "G/Z/Base" ] , [ "Territory." : "G/Z/Base" ] , [ "FieldOfUse.sec" : "any and all uses [in humans" ] , [ "FieldOfUse." : "G/Z/Base" ] , [ "Term." : "G/Z/Base" ] , [ "PatentRights." : "G/Z/ol-a/s6" ] , [ "LicenseToImprovements.1.sec" : "1-3" ] , [ "LicenseToImprovements.2.sec" : "in both cases by mutual agreement of the parties" ] , [ "LicenseToImprovements.4.sec" : "Principal Investigator" ] , [ "LicenseToImprovements." : "G/Z/paras/s4" ] , [ "License." : "G/Z/Base" ] , [ "Sublicensing." : "G/Z/paras/s2" ] , [ "SurvivalOfSublicenses.2.sec" : "in the two year period prior to the {_License_Agreement} termination" ] , [ "SurvivalOfSublicenses." : "G/Z/paras/s2" ] , [ "Subcontracts." : "G/Z/Base" ] , [ "LicenseIssueFee.sec" : "x" ] , [ "LicenseIssueFee." : "G/Z/Base" ] , [ "Equity.0.sec" : "x" ] , [ "Equity.2.sec" : "will" ] , [ "Equity.3.sec" : "[their pro rata" ] , [ "Equity.4.sec" : "insert name of entity to which Licensor’s preemptive rights may be assigned" ] , [ "Equity." : "G/Z/paras/s4" ] , [ "DevelopmentMilestonePayments.Intro.sec" : "each {_Licensed_Product}" ] , [ "DevelopmentMilestonePayment.1.sec" : "First/third/fifth" ] , [ "DevelopmentMilestonePayment.2.sec" : "$____" ] , [ "DevelopmentMilestonePayment.3.sec" : "$____" ] , [ "DevelopmentMilestonePayment.4.sec" : "$____" ] , [ "DevelopmentMilestonePayment." : "G/Z/ol-II/s4" ] , [ "DevelopmentMilestonePayments." : "G/Z/Base" ] , [ "RoyaltyRate.1.sec" : "50" ] , [ "RoyaltyRate.2.sec" : "½" ] , [ "RoyaltyRate." : "G/Z/paras/s2" ] , [ "NetSales.1." : "G/Z/ol-a/s9" ] , [ "NetSales.2.1.sec" : "A / (A+B)" ] , [ "NetSales.2.2.sec" : "A / C" ] , [ "NetSales.2.3.sec" : "(C- B) / C" ] , [ "NetSales.2." : "G/Z/ol-a/s5" ] , [ "NetSales." : "G/Z/paras/s8" ] , [ "RoyaltyTerm.sec" : "x" ] , [ "RoyaltyTerm." : "G/Z/Base" ] , [ "MinimumAnnualRoyalty." : "G/Z/ol-bullet/s4" ] , [ "RoyaltyStacking.sec" : "X%" ] , [ "RoyaltyStacking." : "G/Z/Base" ] , [ "SublicensingConsideration.1.1.sec" : "event or date X" ] , [ "SublicensingConsideration.1.2.sec" : "event or date X" ] , [ "SublicensingConsideration.1.3.sec" : "event or date Y" ] , [ "SublicensingConsideration.1." : "G/Z/ol-bullet/s4" ] , [ "SublicensingConsideration." : "G/Z/paras/s2" ] , [ "DiligenceMilestone.1.sec" : "$" ] , [ "DiligenceMilestone.2.sec" : "DATE" ] , [ "DiligenceMilestone.3.sec" : "DATE" ] , [ "DiligenceMilestone.4.sec" : "DATE" ] , [ "DiligenceMilestone.5.sec" : "DATE" ] , [ "DiligenceMilestone." : "G/Z/ol-II/s5" ] , [ "DiligenceMilestones." : "G/Z/Base" ] , [ "DeferralOfDiligenceMilestones.sec" : "$x/x% of the relevant {_Development_Milestone_Payment}" ] , [ "DeferralOfDiligenceMilestones." : "G/Z/Base" ] , [ "PatentProsecution." : "G/Z/paras/s3" ] , [ "PatentExpenseReimbursement.sec" : "within 30 days after Licensee’s receipt of an invoice from {_Licensor}" ] , [ "PatentExpenseReimbursement." : "G/Z/Base" ] , [ "DisclaimWarranty." : "G/Z/paras/s3" ] , [ "Indemn-Insure." : "G/Z/Base" ] , [ "PatentChallenges.1." : "G/Z/Alt/2" ] , [ "PatentChallenges." : "G/Z/ol-a/s5" ] , [ "3PartyClaim." : "G/Z/Base" ] , [ "PatentEnfocement.sec" : "Licensee/Licensor" ] , [ "PatentEnfocement." : "G/Z/Base" ] , [ "AwardSharing.sec" : "75%" ] , [ "AwardSharing." : "G/Z/Base" ] , [ "UnmetNeeds.sec" : "12" ] , [ "UnmetNeeds." : "G/Z/Base" ] , [ "InstitutionReserveRights.sec" : "Principal Investigator" ] , [ "InstitutionReserveRights." : "G/Z/Base" ] , [ "Audit.sec" : "5-10%" ] , [ "Audit." : "G/Z/Base" ] , [ "BoardObserver.sec" : "and thereafter by mutual agreement" ] , [ "BoardObserver." : "G/Z/Base" ] , [ "Assign." : "G/Z/Base" ] , [ "DisputeResolution." : "G/Z/Base" ] , [ "GoverningLaw." : "G/Z/Base" ] , [ "" : "G/Z/Base" ] , [ "DefinedTerms." : "G/NVCA/2020/LifeScience-License-TermSheet/DefinedTerms/0.md" ] , [ "DefT." : "G/NVCA/2020/LifeScience-License-TermSheet/Z/Def/Target.md" ] , [ "_" : "G/NVCA/2020/LifeScience-License-TermSheet/Z/Def/Link.md" ] ,
]
"data" {- "LawyersNote" : "I don't see that the \"Effective Date\" is defined or provided for, but it is used a lot. For demo purposes, could make the Effective Date the ", "ClosingDate.YMD", "." ,
"xlist" : "<ol><li>", "Date.Sec", "</li><li>", "Licensor.Sec", "</li><li>", "Licensee.Sec", "</li><li>", "Territory.Sec", "</li><li>", "FieldOfUse.Sec", "</li><li>", "Term.Sec", "</li><li>", "PatentRights.Sec", "</li><li>", "LicenseToImprovements.Sec", "</li><li>", "License.Sec", "</li><li>", "Sublicensing.Sec", "</li><li>", "SurvivalOfSublicenses.Sec", "</li><li>", "Subcontracts.Sec", "</li><li>", "LicenseIssueFee.Sec", "</li><li>", "Equity.Sec", "</li><li>", "DevelopmentMilestonePayments.Sec", "</li><li>", "RoyaltyRate.Sec", "</li><li>", "NetSales.Sec", "</li><li>", "RoyaltyTerm.Sec", "</li><li>", "MinimumAnnualRoyalty.Sec", "</li><li>", "RoyaltyStacking.Sec", "</li><li>", "SublicensingConsideration.Sec", "</li><li>", "DiligenceMilestones.Sec", "</li><li>", "DeferralOfDiligenceMilestones.Sec", "</li><li>", "PatentProsecution.Sec", "</li><li>", "PatentExpenseReimbursement.Sec", "</li><li>", "DisclaimWarranty.Sec", "</li><li>", "Indemn-Insure.Sec", "</li><li>", "PatentChallenges.Sec", "</li><li>", "3PartyClaim.Sec", "</li><li>", "PatentEnfocement.Sec", "</li><li>", "AwardSharing.Sec", "</li><li>", "UnmetNeeds.Sec", "</li><li>", "InstitutionReserveRights.Sec", "</li><li>", "Audit.Sec", "</li><li>", "BoardObserver.Sec", "</li><li>", "Assign.Sec", "</li><li>", "DisputeResolution.Sec", "</li><li>", "GoverningLaw.Sec", "</li></ol>" ,
"Ti" : "Term Sheet for University Life Science Startup License" ,
"Date.Ti" : "Date" ,
"CodersNote" : "This language of Date.sec is all mine, not the team. " ,
"Date.sec" : "The date of this Term Sheet is ", "EffectiveDate.YMD", ". The \"", "_Effective_Date", "\" is the date on which the parties execute the definitive license agreement (the \"", "DefT.License_Agreement", "\") and close the financing round (the \"Closing Date\"), anticipated to be ", "ClosingDate.YMD", "." ,
"Licensor.Ti" : "", "DefT.Licensor", " \t" ,
"Licensor.sec" : "", "Licensor.N,E,A", "" ,
"Licensee.Ti" : "", "DefT.Licensee", "" ,
"Licensee.sec" : "", "Company.US.N,E,A", " and/or its ", "_Affiliate", "(s). The term \u201c", "DefT.Licensee", "\u201d will only include ", "_Affiliate", "(s) to the extent that the ", "_License", " is assigned to such ", "_Affiliate", " or an ", "_Affiliate", " is granted a ", "_Sublicense", "." ,
"Territory.Ti" : "Territory" ,
"Territory.sec" : "\u201c", "DefT.Territory", "\u201d means worldwide." ,
"FieldOfUse.Ti" : "Field of Use\t" ,
"Term.Ti" : "Term" ,
"Term.sec" : "The ", "_License_Agreement", " will begin on the ", "_Effective_Date", " and will expire upon expiration of the last remaining ", "_Royalty_Term", ", unless earlier terminated in accordance with the termination provisions. On a ", "_Licensed_Product", "-by-", "_Licensed_Product", " and country-by-country basis, upon expiration of the applicable ", "_Royalty_Term", ", ", "_Licensee", " will have a fully paid-up perpetual license to ", "_Licensed_Know-How", " for such ", "_Licensed_Product", " in such country (\u201ccountry\u201d shall also be deemed to refer to territories). " ,
"PatentRights.Ti" : "", "DefT.Patent_Rights", "\t" ,
"PatentRights.0.sec" : "means Licensor\u2019s rights under the following: " ,
"PatentRights.1.sec" : "the patents and patent applications listed in Exhibit A;" ,
"PatentRights.2.sec" : "any non-provisional patent applications that claim priority to any provisional patent applications listed in Exhibit A; " ,
"PatentRights.3.sec" : "any foreign patent applications, foreign patents or related foreign patent documents that claim priority to a patent or patent application included in (a) or (b) above;" ,
"PatentRights.4.sec" : "any divisionals and continuations of patents or patent applications included in (a), (b), or (c) above (but not continuations-in-part, except as provided in (f) below);" ,
"PatentRights.5.sec" : "any patents, reissues, re-examinations, renewals, substitutions, and extensions issuing from the patent specification of any of the preceding; and " ,
"PatentRights.6.sec" : "any claims of continuation-in-part applications that claim priority to the U.S. patent applications listed in Exhibit A, but only to the extent such claims are directed specifically to subject matter described in at least one of the patents or patent applications identified in (a)-(e) above that meet the written description requirements of the first paragraph of 35 U.S.C. Section 112. " ,
"PatentRights.00.sec" : "", "_Patent_Rights", " do not include any inventions conceived (as determined under U.S. patent law) after the ", "_Effective_Date", ", provided that to the extent a ", "_Patent_Right", " is an ", "_Improvement", ", such ", "_Improvement", " will be added to Exhibit A by way of amendment." ,
"LicenseToImprovements.Ti" : "License to Improvements" ,
"LawyersNote" : "It seems odd that the Principal Investigator is mentioned only at this late stage in the document." ,
"TeamsNote" : "(Note: add this language where an SRA is executed in conjunction with the ", "_License", ":)" ,
"LicenseToImprovements.3.sec" : "In addition, any ", "_Improvements", " that are developed under the SRA in the laboratory of ", "PrincipalInvestigator.Name.Full", " shall be included in the ", "_License", " as ", "_Patent_Rights", "." ,
"License.Ti" : "License" ,
"License.sec" : "", "_Licensor", " grants to ", "_Licensee", " an exclusive license to the ", "_Patent_Rights", ", and a non-exclusive license to use ", "_Licensed_Know-How", ", to research, discover, develop, manufacture/make, have made, use, market, sell, offer to sell, have sold, import, export, distribute, rent, license to end-users or lease ", "_Licensed_Products", " in the Field of Use and the ", "_Territory", ". " ,
"Sublicensing.Ti" : "Sublicensing Rights / Requirements" ,
"Sublicensing.1.sec" : "The ", "_License_Agreement", " shall include the right to grant ", "_Sublicenses", " through multiple tiers of ", "_Sublicensees", ". Within 30 days after execution of each ", "_Sublicense", ", ", "_Licensee", " will furnish ", "_Licensor", " a complete copy of the ", "_Sublicense", " and any amendments to the ", "_Sublicense", "; provided, however, that ", "_Licensee", " has the right to redact any portion of the ", "_Sublicense", " that does not relate to the ", "_Licensed_Products", ", ", "_Patent_Rights", " or ", "_Licensed_Know-How", ". ", "_Licensee", " will not be required to provide Subcontracts to ", "_Licensor", "." ,
"Sublicensing.2.sec" : "", "_Licensee", " will require that all ", "_Sublicenses", " be consistent with the terms and conditions of the ", "_License_Agreement", ", including e.g., the following duties: to keep records; to properly mark ", "_Licensed_Products", " with patent numbers; to defend, hold harmless, and indemnify ", "_Licensor", "; to maintain insurance; to restrict the use of Licensor\u2019s name and to control exports. Sublicensing is permitted provided that ", "_Licensee", " has exclusive ", "_Patent_Rights", " under the ", "_License_Agreement", ", ", "_Licensed_Know-How", " is only being ", "_Sublicense", "d in connection with Licensed ", "_Patent_Rights", ", and that ", "_Licensee", " is not in material breach of the ", "_License_Agreement", "." ,
"SurvivalOfSublicenses.Ti" : "Survival of ", "_Sublicenses", "" ,
"SurvivalOfSublicenses.1.sec" : "If the ", "_License_Agreement", " terminates for any reason, ", "_Licensor", " will provide to each ", "_Sublicensee", " the right to enter into a license of the ", "_Licensed_Technology", " in the applicable ", "_Sublicense", " directly with ", "_Licensor", ", under the same terms and conditions as the ", "_License_Agreement", " (as reasonably applied to such ", "_Licensed_Technology", "); provided that (a) ", "_Licensor", " and ", "_Sublicensee", " will discuss in good faith any appropriate modifications to such terms and conditions and (b) ", "_Licensor", " is not obligated to enter into a license agreement having a scope of ", "_Licensed_Technology", ", Field of Use, ", "_Territory", ", or other obligation on the part of ", "_Licensor", " that would exceed those in the applicable ", "_Sublicense", "." ,
"Subcontracts.Ti" : "Subcontracts" ,
"Subcontracts.sec" : "", "_Licensee", " may engage a subcontractor to perform, on behalf of ", "_Licensee", ", research, development, and manufacturing services under the ", "_License", ", provided that (i) any subcontract will not relieve ", "_Licensee", " from any of its obligations under the ", "_License", "; (ii) any act or omission by a subcontractor shall be deemed an act or omission of ", "_Licensee", "; (iii) any subcontract provides for the automatic assignment to ", "_Licensee", " of any and all intellectual property generated by the subcontractor, its employees, and consultants in the course of performing the subcontracted services to ", "_Licensee", " (other than with respect to intellectual property generated that relates to such subcontractor\u2019s platform or background intellectual property, ownership of which may remain with such subcontractor); and (iv) ", "_Licensee", " shall be responsible for each of its subcontractors complying with all applicable obligations of ", "_Licensee", " under the ", "_License", ". A subcontractor that ", "_Licensee", " has engaged through an agreement complying with the terms above shall not be deemed to be a ", "_Sublicensee", " under the ", "_License", ", regardless of whether such subcontract includes a grant of a sublicense under any ", "_Patent_Rights", " or ", "_Licensed_Know-How", ". " ,
"LicenseIssueFee.Ti" : "License Issue Fee\t" ,
"Equity.Ti" : "Equity" ,
"Equity.1.sec" : "\u201c", "DefT.Fully-Diluted_Basis", "\u201d means the total number of shares of Licensee\u2019s issued and outstanding common stock, assuming (a) the conversion of all issued and outstanding securities convertible into common stock; (b) the exercise of all issued and outstanding warrants or options, regardless of whether then exercisable; and (c) the issuance, grant, and exercise of all securities reserved for issuance pursuant to any ", "_Licensee", " stock or stock option plan then in effect." ,
"DevelopmentMilestonePayments.Ti" : "Development Milestone Payments" ,
"DevelopmentMilestonePayments.sec" : "", "DevelopmentMilestonePayments.Intro.sec", " ", "DevelopmentMilestonePayment.sec", " " ,
"RoyaltyRate.Ti" : "Royalty Rate" ,
"ProofersNote" : "\"regulatory exclusivity\" is defined, but here is used in lower case. " ,
"NetSales.Ti" : "Net Sales\t" ,
"ProofersNote" : "\"Third Party Distributors\" is used in initial caps as if it were a defined term. If it is, it should be defined in the Definitions section. If not to be defined, it should be used in lower case." ,
"NetSales.1.0.sec" : "means, with respect to a ", "_Licensed_Product", ", for any period, the total amount billed or invoiced on sales of such ", "_Licensed_Product", " during such period by the ", "_Selling_Party", " in the ", "_Territory", " to third parties (including third party wholesalers and Third Party Distributors), in bona fide arm\u2019s length transactions, less the following documented deductions , and in each case related specifically (or reasonably allocated by such ", "_Selling_Party", " in accordance with its standard policies and procedures consistently applied across its products) to the ", "_Licensed_Product", ", and not otherwise recovered by or reimbursed to the ", "_Selling_Party", ":" ,
"NetSales.1.1.sec" : "trade, cash and quantity discounts, charge-back payments, and rebates actually granted to trade customers, managed health care organizations, pharmaceutical benefit managers, group purchasing organizations, and national, state, or local governments;" ,
"NetSales.1.2.sec" : "credits, rebates, or allowances actually allowed upon prompt payment or on account of claims, damaged goods, rejections, or returns of such ", "_Licensed_Product", ", including in connection with recalls and retroactive price reductions;" ,
"NetSales.1.3.sec" : "taxes to the extent included in the gross amount invoiced (excluding income or franchise taxes of any kind), duties, tariffs, mandated contribution, or other governmental charges levied on the sale of such ", "_Licensed_Product", ", including VAT (net of reimbursement of any value added taxes actually received), excise taxes and sales taxes, that the ", "_Selling_Party", " allocates to sales of such ", "_Licensed_Product", " in accordance with its standard policies and procedures consistently applied across its products, as applicable;" ,
"NetSales.1.4.sec" : "the portion of administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers or Medicare Prescription Drug Plans relating to such ", "_Licensed_Product", ";" ,
"NetSales.1.5.sec" : "any invoiced amounts from a prior period which are not collected and are written off by the ", "_Selling_Party", ", including bad debts (provided that if the debt is thereafter paid, the corresponding amount shall be added to the Net Sales for the period during which it is paid);" ,
"NetSales.1.6.sec" : "that portion of the annual fee on prescription drug manufacturers imposed by the Patient Protection and Affordable Care Act, Pub. L. No. 111-148 (as amended) to the extent (a) reasonably allocable to sales of such ", "_Licensed_Product", " and (b) the ", "_Selling_Party", " actually includes such fee as a deduction from gross revenue in its publicly filed financial reports;" ,
"NetSales.1.7.sec" : "packaging, freight, postage, shipping, transportation, warehousing, handling, export/import and insurance charges, in each case, actually allowed or paid for delivery of such ", "_Licensed_Product", ", and any customary payments with respect to such ", "_Licensed_Product", " actually made to wholesalers or other ", "_Distributors", ", in each case, actually allowed or paid for distribution and delivery of such ", "_Licensed_Product", ", to the extent billed on actual invoices;" ,
"NetSales.1.8.sec" : "any sales, credits, or allowances given or made with respect to such ", "_Licensed_Product", " for wastage replacement; and" ,
"NetSales.1.9.sec" : "any other similar and customary deductions that are consistent with GAAP as consistently applied by ", "_Selling_Party", " to all of its products, but which may not be duplicative of the above deductions." ,
"NetSales.2.0.sec" : "For ", "_Combination_Products", ", Net Sales will be calculated as follows:" ,
"NetSales.2.4.sec" : "If neither the ", "_Licensed_Compound", " nor the ", "_Other_Components", " included in the ", "_Combination_Product", " were sold or provided separately during the relevant period, then the proration factor will be mutually agreed upon by the parties in good faith based on the relative value contributed by each component and, to the extent the parties are unable to establish such proration factor, then such proration factor will be established by Standard Dispute Resolution. " ,
"NetSales.2.5.sec" : "In the event that such separate sales were not made or performed during the immediately preceding calendar year (\u201c", "DefT.CY", "\u201d), then the invoiced amounts for the ", "_Combination_Product", " for purposes of calculating Net Sales will be multiplied by the fraction C/(C + D), where C is the average fully burdened cost of manufacture of the ", "_Licensed_Products", " during the immediately preceding ", "_CY", " and D is the average fully burdened cost of manufacture of the additional items during the immediately preceding ", "_CY", ", in each case calculated in accordance with GAAP. " ,
"NetSales.3.sec" : "Any allocation of revenue from the sale or other disposition of ", "_Combination_Products", ", or any allocation of the costs of manufacture, shall be done in good faith, and will take into consideration revenue recognition guidance under GAAP which is applicable to multiple-deliverable revenue arrangements." ,
"NetSales.4.sec" : "All allocations of discounts, allowance, credits, rebates and other deductions must be reasonable. Any amounts received or invoiced by a ", "_Selling_Party", " will be accounted for only once. For purposes of determining Net Sales, a ", "_Licensed_Product", " will be deemed to be sold when recorded as a sale by ", "_Selling_Party", " in accordance with GAAP. " ,
"NetSales.5.sec" : "Amounts received or invoiced by ", "_Licensee", " or a ", "_Sublicensee", " for the sale of a ", "_Licensed_Product", " among ", "_Licensee", " or a ", "_Sublicensee", " will not be included in the computation of Net Sales, unless the purchasing entity is the end-user of such ", "_Licensed_Product", ". " ,
"NetSales.6.sec" : "Net Sales will exclude any ", "_Licensed_Product", " transferred or disposed of as samples or for clinical trials or at or below costs of goods therefor for any so-called treatment investigational new drug sales, named patient sales, expanded access program, compassionate or emergency use sales or pre-license sales made for non-commercial, compassionate purpose, or any indigent program or promotional or educational purposes; in each case with respect to such ", "_Licensed_Product", " and are reported on the royalty report for such period when such ", "_Licensed_Products", " are so transferred or disposed of. " ,
"NetSales.7.sec" : "Net Sales will be calculated in accordance with the standard internal policies and procedures of the ", "_Selling_Party", ". " ,
"NetSales.8.sec" : "For purposes of calculating Net Sales, all Net Sales shall be converted into U.S. dollars." ,
"RoyaltyTerm.Ti" : "\u201c", "DefT.Royalty_Term", "\u201d" ,
"MinimumAnnualRoyalty.Ti" : "Minimum Annual Royalty" ,
"MinimumAnnualRoyalty.0.sec" : "", "_Licensee", " shall pay ", "_Licensor", " Minimum Annual Royalties as set forth below. Earned royalties paid during a given ", "_CY", " may be used as credit against the Minimum Annual Royalty due for that same ", "_CY", ", but cannot be used as credit against a Minimum Annual Royalty obligation owed for any other ", "_CY", ". " ,
"MinimumAnnualRoyalty.1.sec" : "First full ", "_CY", "] after ", "_Effective_Date", ": ", "MAR.1.$", "" ,
"MinimumAnnualRoyalty.2.sec" : "Second through fourth full ", "_CYs", " after ", "_Effective_Date", ": ", "MAR.2.$", "" ,
"MinimumAnnualRoyalty.3.sec" : "Fifth full ", "_CY", " after ", "_Effective_Date", " and each ", "_CY", " thereafter until ", "_First_Commercial_Sale", ": ", "MAR.3.$", "" ,
"MinimumAnnualRoyalty.4.sec" : "First ", "_CY", " after ", "_First_Commercial_Sale", " and each ", "_CY", " thereafter: ", "MAR.4.$", "" ,
"RoyaltyStacking.Ti" : "Royalty Stacking" ,
"SublicensingConsideration.Ti" : "Sublicensing Consideration" ,
"SublicensingConsideration.1.0.sec" : "", "_Licensee", " shall pay to ", "_Licensor", " a portion of all ", "_Sublicensing_Income", " as follows: " ,
"SublicensingConsideration.1.4.sec" : "Z% of ", "_Sublicensing_Income", " received as the result of any ", "_Sublicense", " entered thereafter." ,
"SublicensingConsideration.2.sec" : "", "_Licensee", " may apportion a commercially reasonable percentage of ", "_Sublicensing_Income", " between the ", "_Patent_Rights", " and patent rights owned or controlled by ", "_Licensee", " and that are included in the same ", "_Sublicense", ", provided that (a) ", "_Licensee", " provides ", "_Licensor", " with reasonably detailed information on the apportionment and justification no later than 60 days prior to the due date for amounts due and (b) ", "_Licensee", " and ", "_Licensor", " agree on the apportionment. If ", "_Licensee", " and ", "_Licensor", " cannot agree on the apportionment, the parties shall use Standard Dispute Resolution. " ,
"DiligenceMilestones.Ti" : "Diligence Milestones" ,
"CodersNote" : "Note the (fine?!) distinction between DiligenceMilestones for the section and DiligenceMilestone (singular) for the list items." ,
"DiligenceMilestones.UseEffortToCommercialize.sec" : "", "_Licensee", " shall use ", "_Commercially_Reasonable_Efforts", " to develop at least one ", "_Licensed_Product", " in the ", "_Territory", " and commercialize such ", "_Licensed_Product", " following regulatory approval. " ,
"DiligenceMilestone.0.sec" : "In addition, ", "_Licensee", " (either itself or through the acts of a ", "_Sublicensee", ") is required to achieve the following due diligence milestones (the \u201c", "DefT.Diligence_Milestone", "\u201d) by the dates set forth below (the \u201c", "DefT.Achievement_Date", "\u201d):" ,
"DiligenceMilestones.sec" : "", "DiligenceMilestones.UseEffortToCommercialize.sec", "<br>", "DiligenceMilestone.sec", "" ,
"DeferralOfDiligenceMilestones.Ti" : "Deferral of ", "_Diligence_Milestones", "" ,
"ProofersNote" : "\"Extension Fee\" is defined but not otherwise used." ,
"PatentProsecution.Ti" : "Patent Prosecution" ,
"PatentProsecution.1.sec" : "", "_Licensor", " will have the right to control the preparation, filing, prosecution and maintenance of the ", "_Patent_Rights", ", reexaminations, interferences, oppositions, and any other ex parte or inter partes matters (e.g., inter partes reviews) originating or conducted in a patent office (\u201c", "DefT.Patent_Actions", "\u201d), using outside counsel reasonably satisfactory to ", "_Licensee", ". ", "_Licensor", " will (a) instruct Licensor\u2019s patent counsel to furnish to ", "_Licensee", " copies of material documents relevant to such Patent Actions before any deadlines; (b) allow ", "_Licensee", " a reasonable opportunity to comment on material documents filed with respect to such Patent Actions; and (c) take into reasonable consideration such comments from ", "_Licensee", ". ", "_Licensee", " will, to the fullest extent permitted by law, apply for and prosecute, or support in any reasonable way Licensor\u2019s application for, any reasonable patent term extension for patents included in the ", "_Patent_Rights", ". " ,
"PatentProsecution.2.sec" : "So long as ", "_Licensee", " reimburses ", "_Licensor", " for ", "_Patent_Costs", ", ", "_Licensor", " will continue to prosecute and maintain the ", "_Patent_Rights", " in the countries selected by ", "_Licensee", ". " ,
"PatentProsecution.3.sec" : "Subject to the terms of this section, with the consent of ", "_Licensor", " (such consent not to be unreasonably withheld), ", "_Licensee", " has the right, on a country-by-country basis, to elect to not reimburse ", "_Licensor", " for ", "_Patent_Costs", " related to a particular Patent Action. If ", "_Licensee", " makes such an election, ", "_Licensee", " will provide reasonable advance notice to ", "_Licensor", " in writing, such notice to be at least 90 days prior to any such Patent Action. Upon such notice, such patent application(s) and patent(s) thereafter are and will be excluded from the definition of ", "_Patent_Rights", " without further notice. Under such circumstances, ", "_Licensor", " may elect to abandon or continue the prosecution and/or maintenance of such application(s) or patent(s) at its sole or subsequent partner\u2019s expense. If ", "_Licensee", " fails to provide such notice and ", "_Licensor", " incurs ", "_Patent_Costs", " in respect of such Patent Action, then ", "_Licensee", " shall be responsible for such ", "_Patent_Costs", "." ,
"PatentExpenseReimbursement.Ti" : "Patent Expense Reimbursement" ,
"DisclaimWarranty.Ti" : "Disclaimer of Warranties and Limitation of Liabilities" ,
"DisclaimWarranty.1.sec" : "<span style='text-transform:uppercase'>", "_Licensed_Technology", " is provided by ", "_Licensor", " without warranty of merchantability or fitness for a particular purpose or any other warranty of any kind, express or implied. ", "_Licensor", " makes no express or implied representation or warranty that use or commercialization of the patent rights or ", "_Licensed_Products", " or non-patent technology will not infringe any patent, copyright, trademark or other rights.</span>" ,
"DisclaimWarranty.2.sec" : "Except as otherwise provided in the ", "_License_Agreement", ", the ", "_License_Agreement", " does not imply (a) a warranty or representation as to the validity, enforceability, or scope of any ", "_Patent_Rights", "; (b) by implication, estoppel or otherwise, any grant of any license under any patents other than the ", "_Patent_Rights", " or under any other rights other than the ", "_Licensed_Know-How", " of ", "_Licensor", ", regardless of whether such patents or other rights are dominant or subordinate to ", "_Patent_Rights", "." ,
"DisclaimWarranty.3.sec" : "In no event will either party be responsible or liable for any indirect, special, incidental, or consequential damages or lost profits or other economic loss or damage regardless of legal or equitable theory. The above limitations on liability apply even if the other party may have been advised of the possibility of such damage. " ,
"NVCA-Note" : "These (Insure and Indemn) provisions are not included in the Term Sheet because each Licensor will be subject to the policies of its Office of General Counsel on these matters, and hence there are no \u201cstandard\u201d terms. " ,
"Indemn-Insure.Ti" : "Indemnification and Insurance \t" ,
"PatentChallenges.Ti" : "", "_Patent_Challenges", "\t" ,
"PatentChallenges.0.sec" : "", "_Licensee", " will provide written notice to ", "_Licensor", " at least 90 days before ", "_Licensee", ", or ", "_Sublicensee", " initiates or participates directly or indirectly in a ", "_Patent_Challenge", ". ", "_Licensee", " or such ", "_Sublicensee", " will identify all prior art and other evidence material to the ", "_Patent_Challenge", " in such written notice. If ", "_Licensee", " or a ", "_Sublicensee", " participates directly or indirectly in a ", "_Patent_Challenge", ", the following applies:" ,
"PatentChallenges.1.Alt1.sec" : "", "_Licensor", " has the right to terminate the ", "_License_Agreement", " at any time (including after the termination of such ", "_Patent_Challenge", ") upon written notice delivered to ", "_Licensee", ", and the ", "_License_Agreement", " cure provisions for non-monetary breach will not apply; provided that if a ", "_Patent_Challenge", " is initiated by a ", "_Sublicensee", ", ", "_Licensor", " will only be permitted to terminate the ", "_License_Agreement", " if, within 30 days following receipt of notice that ", "_Sublicensee", " has initiated a ", "_Patent_Challenge", ", ", "_Licensee", " has failed to terminate the ", "_Sublicense", " or ", "_Sublicensee", " has not vacated the ", "_Patent_Challenge", "." ,
"PatentChallenges.1.Alt2.sec" : "", "_Licensor", " will meet with ", "_Licensee", " and any designee of ", "_Licensee", " within three months after such notice from ", "_Licensee", " and at least semi-annually at the request of ", "_Licensee", ", in a good faith effort to resolve any ", "_Patent_Challenge", ";" ,
"PatentChallenges.1.SecName" : "", "SecName", "PatentChallenges.1." ,
"PatentChallenges.2.sec" : "during the pendency of such action or proceeding (including any appeals), the applicable royalty rate(s) will increase to double the applicable royalty rate(s);" ,
"PatentChallenges.3.sec" : "should the outcome of such action or proceeding determine that any such claim challenged by ", "_Licensee", " or a ", "_Sublicensee", " is valid, enforceable, and/or infringed by a Licensed Product, the royalty rate(s) will increase to triple the applicable royalty rate(s);" ,
"PatentChallenges.4.sec" : "", "_Licensee", " and any ", "_Sublicensee", "(s) will have no right to recoup any royalties paid before such action or proceeding or during the period in which such action or proceeding is pending (including on appeal), no matter the outcome of such action or proceeding; and " ,
"PatentChallenges.5.sec" : "", "_Licensee", " shall pay all reasonable costs and expenses incurred by ", "_Licensor", " (including, but not limited to, Licensor\u2019s actual attorneys\u2019 fees) in connection with such action or proceeding. ", "_Licensor", " may bill ", "_Licensee", " as frequently as monthly concerning such costs and expenses, and ", "_Licensee", " shall make payment no later than 30 days after receiving an invoice from ", "_Licensor", ". Notwithstanding any other provision of the Agreement, with respect to any such ", "_Patent_Challenge", ", ", "_Licensor", " will have full control and authority to defend the ", "_Patent_Rights", " in the action or proceeding and will not be required to share any work product concerning such action or proceeding with ", "_Licensee", " or the ", "_Sublicensee", "(s)." ,
"3PartyClaim.Ti" : "Third Party Claim" ,
"3PartyClaim.sec" : "In the event of a third-party challenge (including inter partes reviews and declaratory judgements) to any of the ", "_Licensed_Technology", ", ", "_Licensor", " will have the first right to assume and control the defense of the claim at Licensor\u2019s expense. If ", "_Licensor", " fails to assume such defense within 60 days of becoming aware of such challenge, ", "_Licensee", " may assume and control such defense at Licensee\u2019s expense. The party controlling the defense may join the other party in any such action if a court of competent jurisdiction determines the other party is an indispensable party to such proceeding and the controlling party shall pay the expenses of the joined party. The party controlling the defense of such legal action will keep the other party reasonably informed of the proceedings and will not settle such action without the prior written consent of the other party, such consent not to be unreasonably withheld. " ,
"PatentEnfocement.Ti" : "Patent Enforcement" ,
"AwardSharing.Ti" : "Award Sharing" ,
"UnmetNeeds.Ti" : "Unmet Needs" ,
"InstitutionReserveRights.Ti" : "Institution Reservation of Rights" ,
"Audit.Ti" : "Audit" ,
"BoardObserver.Ti" : "Board Observer" ,
"Assign.Ti" : "Assignment" ,
"Assign.sec" : "Neither party may assign the ", "_License", " to a third party without the prior consent of the other party; provided that ", "_Licensee", " may assign the ", "_License", " without the prior consent of ", "_Licensor", " (i) to any ", "_Affiliate", " and (ii) in connection with a ", "_Change_of_Control", "." ,
"DisputeResolution.Ti" : "Dispute Resolution" ,
"DisputeResolution.sec" : "A senior representative of each party shall first engage in good faith efforts to resolve the dispute, for a period of 30 days from the date that one party notifies the other of its desire to commence Standard Dispute Resolution. If the dispute is not resolved within such time period, the parties shall submit the matter to arbitration under the AAA Commercial Arbitration Rules (with the option to use AAA Expedited Procedures by mutual agreement). The parties must agree to a single arbitrator, and if they cannot agree, one shall be appointed by the President of the City Bar Association of the city in which one of the parties is located (the choice of such city to be determined by a coin toss), provided that sole arbitrator must be experienced in the structuring and negotiation of licenses and commercial agreements in the life sciences industry and be impartial and independent. The arbitration will be conducted over a mutually agreed upon video conferencing platform, unless the parties agree to conduct it live in a mutually agreeable location. Except for the appointment of the arbitrator, which shall follow the timeline set forth in the AAA Road Map (www.adr.org/sites/default/files/document_repository/AAA197_Arbitration_Road_Map.pdf), all the other time periods specified therein shall be cut in half. The parties waive any rights to punitive damages. The parties shall evenly share all costs of such arbitration. This process is referred to as \u201c", "DefT.Standard_Dispute_Resolution", "\u201d." ,
"GoverningLaw.Ti" : "Governing Law" ,
"NVCA-Note" : "Certain institutions will be required by statute to use the laws of their state as governing law. Where the parties are not able to agree, they may expressly state: \u201cthe parties agree to remain silent with respect to choice of law\u201d. " ,
"00.sec" : "<h3>Exhibit A</h3><br>", "LicensedRights.sec", " <h3>Defined Terms</h3><br>", "DefinedTerms.sec", "" ,
"!!!" : "#" ,
"SecName" : "</>" ,
}
}