TERM SHEET FOR LICENSE 1. Licensee: Corporate name and address: Contact name(s) and information: 2. Intellectual Property to be licensed (give Technical Title): Biological Material: Patents and/or Copyright and/or Trademark: Documentation and/or Software and/or Know-how: 3. Scope of License: Exclusive/Non-Exclusive: Right to Sublicense, with or without approval (not usual for non-exclusive): Geographic Scope: Field of Use: Duration (Term) of license: (UHN retains rights of use for research purposes.) 4. Ownership of Patents and Improvements UHN retains ownership of existing IP and patent(s). UHN improvements are owned by UHN, Licensee has an option for 120 days to negotiate a license to such improvements; afterwards Licensee has no further rights to improvements. UHN is granted rights to use Licensee improvements for research purposes. UHN maintains patent carriage and has ultimate authority on infringement proceedings 5. Payments - Fee, Product, Royalties, Reimbursements, Costs: License Fee and when payable, on signing, within 60 days, other: Commercial Product(s) and/or improvements to UHN at no cost, number and when Royalties on net sales and whether payable quarterly, half-yearly, annually: Royalties on Sublicenses if different: Reimbursement of UHN out of pocket patent costs to date and when payable: Future patent expenses: License may be assigned with a fee of $_______ 6. Performance, Milestones and Termination: A. Best efforts B. Milestones (list): C. Minimum annual royalty: (Termination is for cause, failure to meet performance/milestones or prior to bankruptcy) 7. Liability, Warranty The Licensee is to assume responsibility and liability for what it does under the License.
This TERM SHEET is the initial basis for an offer to license the Intellectual Property defined and would be subject to other normal and reasonable licensing terms.