Agreement No. __-______
This draft is dated _______________, and is solely for purposes of negotiation. No contract shall
exist until a final, written agreement is signed by WARF and an authorized representative of Licensee.
This draft shall expire thirty (30) days after the above date.
EXCLUSIVE LICENSE AGREEMENT
This Agreement is made effective the ___ day of ___________, ____, (the “Effective Date”) by
and between Wisconsin Alumni Research Foundation (hereinafter called “WARF”), a nonstock, nonprofit
Wisconsin corporation, and ___________________________ (hereinafter called “Licensee”), a
corporation organized and existing under the laws of ____________________________.
WHEREAS, WARF owns certain intellectual property rights to the inventions described in the
“Licensed Patents” defined below, and WARF is willing to grant a license to Licensee under any one or
all of the Licensed Patents and Licensee desires a license under all of them.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below,
the parties covenant and agree as follows:
Section 1.
Definitions.
For the purpose of this Agreement, the Appendix A definitions shall apply.
Section 2.
Grant.
A. License.
WARF hereby grants to Licensee under the Licensed Patents an exclusive license to make, use
and sell Products in the Licensed Field and Licensed Territory.
B. Reservation of Rights.
In addition to the United States Government Rights identified in Section 14, WARF hereby
reserves the right to grant non-profit research institutions and governmental agencies non-exclusive
licenses to practice and use the inventions of the Licensed Patents for Non-Commercial Research
Purposes. WARF, the University of Wisconsin and the inventors of the Licensed Patents shall have the
right to publish any information included in the Licensed Patents.
C. License to WARF.
(i)