Option Agreement - Wright State University期权协议-莱特州立大学.doc

DOC;2 } PAGE 7 This draft is dated __________, ____, and is solely for purposes of negotiation. No contract shall exist until a final, written agreement is signed by Foundation and an authorized representative of Optionee. This draft shall expire thirty (30) days after the above date. OPTION [AND RESEARCH LICENSE] AGREEMENT This Agreement is entered into as of ___________, 20__ (the “Effective Date”), between [NAME OF FOUNDATION], an Ohio nonprofit corporation, having a principal place of business at [ADDRESS] (“Foundation”) and [NAME OF ENTITY], a [STATE OF ORGANIZATION] [TYPE OF ENTITY] with a principal place of business at [ADDRESS] (“Optionee”). BACKGROUND A. Foundation is the owner of all rights to and interests in the discoveries, inventions and patents constituting the Optioned Technology (defined below). B. Foundation desires to have such discoveries, inventions and patents commercially developed to serve the public good. C. Optionee may be interested in obtaining a license under the Optioned Technology[, and desires a period of time in which to evaluate whether to negotiate a license thereto]. The parties therefore agree as follows: ARTICLE I - DEFINITIONS For purposes of this Agreement, the following words and phrases have the following meanings: 1.1 “Option Field” means the field of use set forth in Appendix A. 1.2 “Option Period” means the period set forth in Appendix A. 1.3. “Option Territory” means the territory set forth in 1.4 “Optioned Patents” means the patents and patent applications set forth in Appendix A. 1.5 “Optioned Technology” means the technology set forth in Appendix A. 1.6 “Foundation Indemnitees” means Foundation, [Name of University], and their respective employees, students, trustees, agents and consultants. 1.7 “Products” means a product, or part of a product, or a process in the Optioned Field of Use: (a) the making, having made, using, importing, practicing, selling or leasing of which, absent this license, infrin