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Licensing Agreements

Types of Licensing Agreements

A short-term agreement, which gives a company the first right to enter negotiation for a license to a given technology. For the duration of the Option, PRF will not actively market the technology or seek other potential licensees. In exchange, the party receiving the Option often pays a modest fee and typically assumes the responsibility for ongoing IP expenses during the period. An option agreement is appropriate when a prospective licensee wants the ability to conduct due diligence on the market or technology before entering into a full license.

Often, the diligence a prospective licensee wishes to conduct on a technology cannot be completed without access to samples or data. In this case, commercial evaluation licenses are used to grant the right to use a technology, under limited circumstance and for a limited time, to evaluate that technology.

This agreement can be tailored to suit many circumstances and generally represents a long-term partnership between PRF and a licensee. Licenses can grant exclusive or non-exclusive rights. A license typically grants a licensee the right to make, use and sell the technology. The license normally imposes obligations on the licensee, such as the requirement to diligently develop the technology into a product or service and to pay an agreed-upon financial consideration. A license can usually be terminated at the discretion of the licensee, but PRF may only terminate that same license under predefined conditions, usually involving a material breach of the agreement. Upon termination, rights to the IP revert back to PRF.

Under the “Purdue Innovator Express Startup License,” Purdue innovator(s) who are the founders of their first new venture formed to develop and commercialize their innovation may apply for this exclusive license under a standard form of license with preset terms. The key to success in licensing Purdue technology is to create a partnership between PRF and the licensee around the mutual interest of seeing Purdue technologies realized as commercial products and services.

IP takes many forms, and inventions that are not patentable or copyrighted can still be licensed. For example, cell lines or antibodies can be licensed as a tangible property, where the licensee is granted the right to use and sell those materials that were created at Purdue.