License Agreement Exclusive

10.1 Harvard does not guarantee the validity of the licensed patents and makes no warranty as to the extent of the permitted patent rights or that such biological rights or materials may be exploited by the licensee, related company or subcontractor without infringing any other patents. From time to time, especially in the context of cooperation with American companies, a license may be expressed as “sole and exclusive”. Since these two terms do not necessarily mean the same thing, it is best not to express a license in this way. If a party insists on expressing the licence in this way, it would be preferable for the agreement to explicitly respond to what is meant by duration. (c) where orders, invoices or other sales documents are presented separately, taxes on and/or other state taxes levied in connection with production, sale, transport, delivery or use and paid by or on behalf of the licensee or sub-licensees; and 8.1 With respect to all patent rights that are exclusively granted to the Licensee under this Agreement, licensee shall have the right to pursue any infringement of such patent in its own name and at its own expense, as long as such license is exclusive at the time of such action. HARVARD undertakes to immediately inform the Licensee of any infringement of such patents of which HARVARD is aware or receives. Before Licensee brings a lawsuit for infringement of such patents, Licensee must carefully consider HARVARD`s views and possible effects on the public interest in order to decide whether or not to take legal action. An exclusive license offers pretty much the same benefits as a lease agreement – the startup retains control of the assets, but doesn`t need to spend capital for it. While non-exclusive and exclusive licenses allow a licensee to use intellectual property for some negotiated compensation, each of them is distinguished by the amount of exclusivity granted to the licensee. 8.7 Without limiting the generality of paragraph 8.6, HARVARD may, if elected and by notification to licensee, set a period of sixty (60) days for licensee to decide whether to pursue a violation of which HARVARD is aware or obtains. If Licensee has not brought such action before the end of this sixty (sixty) day period, HARVARD may pursue such infringement at its own expense, control such action and withhold any recovery therefy. With respect to infringement actions brought in good faith by HARVARD, the Harvard licensee must make to Harvard all payments (whether or not referred to as “royalties”) that the alleged infringer, under an existing or future sublicense authorizing the LICENSED PRODUCTS, up to the amount of legal costs not reimbursed by HARVARD (including, But not limited: B.

reasonable attorneys` fees). A license can also take a balance between exclusive and non-exclusive. Such a license is sometimes referred to as “co-exclusive” and is a license in which the licensor grants a license to more than one licensee, but agrees that it only grants licenses to a limited group of other licensees. The group of licensees can be identified by name, description (a licence is issued only to licensees who meet certain criteria) or simply by number (a limited number of licences are issued by the licensor). . . .

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