License agreements can be designed, verified and negotiated by a standard contract attorney and can be sued because they are contracts. 10.9 The licensee must comply with all applicable laws and regulations. In particular, it is understood and recognized that the transfer of certain goods and technical data is subject to United States laws and regulations that control the export of such goods and technical data, including all export administration rules of the United States Department of Commerce. These laws and regulations prohibit or require, among other things, a license for the export of certain types of technical data to certain countries. Licensee agrees and assures in writing that it will comply with all United States laws and regulations that control the export of goods and technical data, that it is solely responsible for violations of such products by Licensee, its associated companies or sublicensees, and that it is responsible for HARVARD in the event of legal action of any kind, which will be caused by such an infringement, defend and maintain without damages. 8.1 With respect to patent rights that are exclusively granted to the Licensee under this Agreement, the Licensee shall have the right to pursue infringements of such patent in its own name and at its own expense, provided that such license is exclusive at the time of commencement of such action. HARVARD undertakes to immediately inform the Licensee of any infringement of such patents of which HARVARD is aware or receives. Before Licensee brings a lawsuit for infringement of such patents, Licensee must carefully consider HARVARD`s views and possible effects on the public interest in order to decide whether or not to take legal action. (b) Where, under this Agreement, the certificate is converted into a non-exclusive licence and other non-exclusive licences are granted in the same field and territory, the above royalties shall not exceed the licence rate to be paid by other licensees in the same territory and territory during the term of the non-exclusive licence. 5.1 Prior to the signing of this Agreement, Licensee has made available to HARVARD a written research and development plan under which Licensee intends to commercially exploit the subject matter of the licenses sub-granted during the performance of this Agreement. Such a plan includes sales forecasts and proposed marketing efforts. (a) HARVARD`s “Statement of Policy with Respect to Inventions, Patents and Copyrights” of August 10, 1998, Public Law 96-517, Public Law 98-620 and HARVARD`s obligations under agreements with other research sponsors.
Any rights granted in this agreement in excess of what is permitted by Public Law 96-517 or Public Law 98-620 are subject to the necessary amendments to comply with the provisions of these Statutes. (c) In the case of sales between the licensee and its related companies or sub-licenses for resale, the royalty shall be paid on the net turnover of the related undertaking or subcontractor. An exclusive license offers pretty much the same benefits as a lease – the startup retains control of the assets, but doesn`t need to spend capital.