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					                                     PATENT LICENSE AGREEMENT


                                         UTA NO. [UTA NUMBER]


This Patent License Agreement is between the Board of Regents (“Board”) of The University of Texas
System (“System”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas
78701, and the Licensee identified below.

No binding agreement between the Parties will exist until this Patent License Agreement
has been signed by both Parties. Unsigned drafts of this Patent License Agreement shall
not be considered offers.


                                                Background

Board owns rights to the Licensed Patents that were developed at The University of Texas at Austin
(“University”), a component institution of System. Licensee desires to secure the right and license to use,
develop, manufacture, market, and commercialize the Licensed Patents. Board has determined that such
use, development, and commercialization of the Licensed Patents is in the public’s best interest and is
consistent with Board’s educational and research missions and goals. Board desires to have the Licensed
Patents developed and used for the benefit of Licensee, the inventors, Board, and the public.

NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties
hereby agree as follows:

The Terms and Conditions of Patent License attached hereto as Exhibit A are incorporated herein by
reference in their entirety (the “Terms and Conditions”). In the event of a conflict between provisions of
this Patent License Agreement and the Terms and Conditions, the provisions in this Patent License
Agreement shall govern. Capitalized terms used in this Patent License Agreement without definition shall
have the meanings given to them in the Terms and Conditions.

The section numbers used in the left hand column in the table below correspond to the section numbers
in the Terms and Conditions.

1       Definitions
        Effective Date
        Licensee                     [Company name], a [jurisdiction] [corporation/LLC/etc], with its principal
                                     place of business at [full address]
        Contract Year and Contract   (Check one box to correspond with Licensee fiscal year and quarters)
        Quarters                     Contract Year is 12-month period ending December 31 and Contract Quarters
                                     are 3-month periods ending March 31, June 30, Sept. 30, Dec. 31 OR
                                     Other: Contract Year is 12-month period ending (specify): [month and day];
                                     Contract Quarters are 3-month periods ending (specify): [month and day, Q1],
                                     [month and day, Q2], [month and day, Q3], [month and day, Q4]
        Licensed Territory           [Territory]
        Licensed Field                All fields Exclusive OR         Non-Exclusive OR Limited fields Field:
                                     [Describe field of use]       Exclusive OR       Non-Exclusive Field:
                                     [Describe field of use]       Exclusive OR       Non-Exclusive Field:
                                     [Describe field of use]       Exclusive OR       Non-Exclusive If “Limited
                                     fields” is checked, Excluded Fields include: Excluded Field: [Describe
                                     excluded field of use] Excluded Field: [Describe excluded field of use]
                                     Excluded Field: [Describe excluded field of use]
       Licensed Patents
       App. No./ Date Title                      Inventor(s)               Jointly Owned?        Prosecution
       of Filing                                                           (Y/N; if Y, with      Counsel
                                                                           whom?)
       [App number] [Title of patent]              [Inventor name(s)]       Yes, w/[whom]         [Law firm]
       [Filing date]                                                       No
       [App number] [Title of patent]              [Inventor name(s)]       Yes, w/[whom]         [Law firm]
       [Filing date]                                                       No
       [App number] [Title of patent]              [Inventor name(s)]       Yes, w/[whom]         [Law firm]
       [Filing date]                                                       No
       [App number] [Title of patent]              [Inventor name(s)]       Yes, w/[whom]         [Law firm]
       [Filing date]                                                       No
       USPTO Entity Status            Check one box: Small Large
3.1    Patent expenses due      Amount                                    based on invoices received as of:
       upon Effective Date
                                $
3.2    Licensee                 Milestone events                                 Deadline         Milestone Fees
       commercialization
       milestones and fees
                                1. First Sale of Licensed Product                [Deadline]       $
                                2. Milestone                                     [Deadline]       $
                                3. Milestone                                     [Deadline]       $
                                4. Milestone                                     [Deadline]       $
3.3    Scheduled license fee    $ due on Effective Date $ due on $ due on
       payments
3.4    Running royalty rate     %
       (applies to Net Sales by
       Licensee, Affiliates and
       Sublicensees)

3.5    Minimum royalty           $ for Contract Year ending $ for Contract Year ending $ per Contract
                                 Year thereafter
3.6    Annual maintenance        $ payable commencing on first Quarterly Payment Deadline in the Contract Year
       fee                       ending .
3.7    Sublicense Fees (not      % if Sublicensee lead generated by Licensee % if Sublicensee lead generated by
       applicable to             University
       royalty-bearing Net
       Sales)
3.8    License documentation     [$10,000] [waived if Licensee does not request agreement changes that require
       fee (due upon Effective   outside counsel review]
       Date)
3.9    Assignment fee            $
18     Licensee’s contact         Contact for Agreement notice: Attn: [Name] [Address] Fax: [Fax number] Phone:
       information               [Phone number]       E-mail: [E-mail] Contact for accounting: Attn: [Name]
                                 [Address] Fax: [Fax number] Phone: [Phone number]        E-mail: [E-mail]
                                 Contact for patent prosecution matters: Attn: [Name] [Address] Fax: [Fax number]
                                 Phone: [Phone number]        E-mail: [E-mail]

20. Special Provision. The parties hereby agree to the following special provisions set forth in this
Section 20 with respect to this Patent License Agreement. In the event of a conflict between the terms set
forth in this Section 20 and those set forth in the Terms and Conditions attached as Exhibit A, the terms
and conditions set forth in this Section 20 shall govern.
[INSERT ANY SPECIAL TERMS AND CONDITIONS HERE.]


21. No Other Promises and Agreements; Representation by Counsel. Licensee expressly
warrants and represents and does hereby state and represent that no promise or agreement which is not
herein expressed has been made to Licensee in executing this Patent License Agreement except those
explicitly set forth herein and in the Terms and Conditions, and that Licensee is not relying upon any
statement or representation of Board, University or their representatives. Licensee is relying on Licensee’s
own judgment and has been represented by legal counsel. Said legal counsel has read and explained to
Licensee the entire contents of this Patent License Agreement and the Terms and Conditions incorporated
by reference herein. Licensee hereby warrants and represents that Licensee understands and agrees to all
terms and conditions set forth in this Patent License Agreement and said Terms and Conditions.

22. Deadline for Execution by Licensee. If this Agreement is executed first by the Board and is not
executed by the Licensee and received by the Board at the address and in the manner set forth in Section
18 of the Terms and Conditions within thirty (30) days of the date of signature set forth under the Board’s
signature below, then this Agreement shall be null and void and of no further effect.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute
this Patent License Agreement.


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LICENSEE: [Company name]   By   [Name] [Title] Date

				
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