Master Alliance Provisions Guide (MAPGuide)

BU Startup Exclusive License

  • IP ownership & licensing | Use of background IP

BU Startup Exclusive License §2.02 Exclusivity

Subject to the Reserved Rights and the Government Rights (if any), which are expressly reserved in this Agreement, the license granted under Section 2.01(a) hereof is exclusive during the Exclusive Period, and thereafter is non-exclusive. All other aspects of the license granted in Section 2.01 are non-exclusive to Licensee.

BU Startup Exclusive License §2.03 Sublicense:

The license grant in §2.01 includes a right for Licensee to enter into Sublicenses provided that Licensee shall not grant any Sublicenses (other than a Label License) after the expiration or termination of the Exclusive Period.

Licensee is not permitted to grant sublicenses for no consideration without prior written consent of the University. Without the prior written consent of the University, consideration for any sublicense will not include anything of value in lieu of cash payment.

Without the prior written consent of University, a Permitted Sublicensee shall not grant any sublicense except that a Permitted Sublicensee may: 1) grant a Label License so that any product it sells to an End-User may be used for its intended purpose only with respect to amounts of product purchased; and/or 2) grant a royalty-free sublicense solely to conduct Clinical Trials as specified in Section 2.03(K). Any purported sublicense granted by a Permitted Sublicensee (other than as expressly permitted herein) that has not been authorized by written consent of the University will be null and void and constitute a material breach of this Agreement.

Licensee will notify University within ten (10) business days if it grants a Sublicense to any entity that is not a ‘small entity’ within the meaning set forth in 37 C.F.R.§1.27.