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1. Parties: Identification of the Licensor and Licensee, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, nature of the licensed IP, and brief description of the co-exclusive licensing arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Licensed Rights', 'Territory', 'Co-Exclusive Rights', and 'Field of Use'
4. Grant of License: Specific terms of the co-exclusive license grant, including scope, territory, and field of use restrictions
5. Co-Exclusivity Provisions: Detailed provisions regarding the nature of co-exclusive rights, relationship between co-licensees, and coordination mechanisms
6. License Fee and Royalties: Financial terms including upfront payments, ongoing royalties, and payment mechanisms
7. Quality Control: Standards and requirements for the use of licensed IP, including approval processes and quality maintenance
8. Protection and Enforcement: Rights and obligations regarding IP protection, infringement actions, and cooperation in enforcement
9. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination
10. Confidentiality: Provisions for protecting confidential information exchanged during the license relationship
11. General Provisions: Standard clauses including governing law, dispute resolution, and notices
1. Minimum Performance Requirements: Used when the licensor wants to ensure minimum sales or usage levels to maintain the license
2. Sub-licensing Rights: Include when sub-licensing is permitted, specifying conditions and approval requirements
3. Technology Transfer: Required when the license includes transfer of know-how or technical assistance
4. Export Control: Include for licenses involving international trade or restricted technologies
5. Competition Law Compliance: Detailed provisions when the co-exclusive arrangement might raise competition law concerns
6. Manufacturing Rights: Include when the license includes rights to manufacture products using the licensed IP
7. Marketing and Promotion: Used when specific marketing obligations or restrictions apply
8. Research and Development: Include when ongoing R&D collaboration is part of the arrangement
1. Schedule 1 - Licensed IP: Detailed description of all intellectual property covered by the license
2. Schedule 2 - Territory and Field of Use: Specific definition of geographic territory and permitted applications
3. Schedule 3 - Other Co-Licensees: List of other co-exclusive licensees and their respective rights
4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties and other payments
5. Schedule 5 - Quality Standards: Specific quality requirements and testing procedures
6. Schedule 6 - Technical Specifications: Technical details of licensed technology or products
7. Appendix A - Approval Procedures: Procedures for obtaining licensor approval for various activities
8. Appendix B - Reporting Templates: Standard forms for required periodic reports
Affiliate
Authorized Purpose
Background IP
Co-Exclusive License
Co-Exclusive Territory
Co-Licensees
Commencement Date
Competitor
Confidential Information
Control
Effective Date
Field of Use
Force Majeure Event
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licensed IP
Licensed Products
Licensed Technology
License Fee
Licensor Materials
Net Sales
Other Licensees
Patent Rights
Quality Standards
Renewal Term
Royalties
Shared Rights
Specification
Sub-licensee
Technical Information
Term
Territory
Third Party
Trade Marks
Working Day
Grant of Rights
Co-Exclusivity
License Fees and Royalties
Payment Terms
Territory Restrictions
Field of Use Restrictions
Quality Control
Performance Obligations
Intellectual Property Protection
Confidentiality
Representations and Warranties
Term and Termination
Competition Compliance
Sub-licensing
Technical Support
Improvements
Reporting Requirements
Audit Rights
Record Keeping
Manufacturing Rights
Distribution Rights
Marketing and Promotion
Non-Competition
Force Majeure
Assignment
Dispute Resolution
Governing Law
Notices
Amendments
Severability
Entire Agreement
Third Party Rights
Waiver
Indemnification
Insurance
Export Control
Data Protection
Environmental Compliance
Technology and Software
Manufacturing
Pharmaceuticals
Biotechnology
Research and Development
Telecommunications
Consumer Goods
Industrial Products
Media and Entertainment
Automotive
Agriculture
Clean Energy
Legal
Intellectual Property
Commercial
Business Development
Research & Development
Compliance
Strategy
Operations
Technology Transfer
Corporate Development
Chief Legal Officer
Intellectual Property Manager
Licensing Director
Commercial Director
Business Development Manager
Patent Attorney
Legal Counsel
Contracts Manager
Innovation Director
Technology Transfer Officer
Compliance Officer
Strategic Partnerships Manager
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