EXCLUSIVE LICENSE AGREEMENT
This Exclusive License Agreement (hereinafter called “Agreement”), to be effective as of the
_____ day of _____________, 2004 (hereinafter called “Effective Date”), is by and between The
Board of Trustees of the University of Alabama for and on behalf of the University of Alabama
(hereinafter referred to as “UNIVERSITY”) and ___________, a __________ corporation
having a principal place of business at ____________________ (hereinafter referred to as
“COMPANY”).
RECITALS
WHEREAS, UNIVERSITY owns certain Patent Rights and Technology Rights related to the
Licensed Subject Matter that were developed at the University of Alabama; and
WHEREAS, UNIVERSITY desires to have the Licensed Subject Matter developed and used
for the benefit of the public by facilitating the distribution of useful products and the utilization
of new processes; and
WHEREAS, COMPANY desires to obtain certain rights in such Licensed Subject Matter on
an exclusive basis as herein provided and to commercially develop, manufacture, use, and
distribute products and processes based on the Patent Rights and Technology Rights.
NOW, THEREFORE, for and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto
expressly agree as follows:
AGREEMENT
1. DEFINITIONS AS USED HEREIN
1.1
“Affiliate” shall mean COMPANY and any company or other legal entity other than
COMPANY in whatever country organized, controlling, controlled by or under common control
with COMPANY. The term control means possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of COMPANY, whether through the
ownership of voting securities by contract or otherwise.
1.2
“Fair Market Value” shall mean the cash consideration that COMPANY or its
sublicensees would realize from an unaffiliated, unrelated buyer at an arm’s length sale of an
identical item sold in th