Letter of Intent for Research and Development by Megadox

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									      LETTER OF INTENT (R & D FUNDING AND INTELLECTUAL PROPERTY LICENSING)
                                          [on company letterhead]


November 1, 2012

[name of institution] (“Institution”)
[address]
Attention: [name of contact person]

Dear Sirs:

This Letter of Intent will confirm the discussions between the parties with respect to the following:

(a)     The Institution has undertaken research in the following area(s) (the “Research”): [describe]

(b)     [Name of Company] (the “Company”) is engaged in the following business activities: [describe]

(c)     The Company intends to provide funding of the Research, so that potential commercial products
        (“Products”) can be developed;

(d)     The parties wish to formalize their relationship, and to set out the terms and conditions
        governing (among other things) the ownership, marketing, development and commercialization
        of intellectual property;

(e)     The Company wishes to acquire certain exclusive rights in the field of use to the Research,
        Products and any patents generated therefor (“Patents”) to enable the Company to develop and
        commercialize them, and the Institution is willing to grant such rights to the Company.

This Letter of Intent summarizes the general preliminary understanding of the parties with respect to the
terms and conditions upon which they would contemplate entering into a contractual relationship. Upon
acceptance of this Letter of Intent by both of the parties, it is anticipated that representatives of the
Company and the Institution will promptly enter into good faith negotiations and prepare a definitive
Exclusive Licensing Agreement (the “Agreement”), embodying the terms, conditions and provisions set
forth herein.

1.      Terms for Negotiation

1.1     The parties agree to negotiate in good faith with respect to the following terms:

        (a)     funding by the Company of a research program for further development of the Research;

        (b)     licensing to the Company of the background intellectual property to the Research;

        (c)     licensing to the Company of any future Patents or intellectual property generated by the
                new research and development program;

        (d)     the following issues with respect to the license(s) granted under the Agreement:

                (i)      exclusivity;
                (ii)     applications / fields of licensing;
                (iii)    right to sublicense;
                                                    -2-


                (iv)      license fees and royalties on net sales of Products;
                (v)       a commitment from the Company to develop and commercialize the Research,
                          Products and Patents;
                (vi)      payment of application / registration fees and costs for Patents;
                (vii)     reporting and record keeping;
                (viii)    milestones.

2.      Definitive Final Agreement

2.1      The final Agreement will contain additional terms and conditions appropriate for a contractual
relationship of this kind, including but not limited to, representations and warranties by and from the
parties; the Institution’s right to use the intellectual property for internal research purposes; rights to
publish findings; notices; force majeure; indemnification and liability; confidentiality; termination and
other similar provisions.

2.2     Execution of the final Agreement by each party is subject to all necessary consents and approvals,
including but not limited to all required corporate approvals of each party.

3.      Confidentiality

3.1    Confidential Information: For the purposes of this Letter of Intent and the Agreement,
“Confidential Information” means:

        (a)     the Products, Research and intellectual property with respect to the s
								
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