University of Michigan Template Therapeutics License Agreement

Business model | Governance

Structural Questions

Do the parties govern the project through a joint steering committee (“JSC”)? If so, what are the parties expressly designated roles and responsibilities with respect to the JSC?
Are there other committees, important governance bodies, or designated individual positions? What are the parties’ roles and responsibilities with respect to them?
Are the parties required to meet in accordance with a defined schedule for decision-making and progress reporting activities?
What are the resolution mechanisms for disputes related to the agreement?
Are there any requirements for policies or procedures to manage potential conflicts of interest?

Annotations

This template Patent License Agreement from the University of Michigan (“Michigan”) is intended for use in licensing early-stage discoveries with potential applications for therapeutic products. The template is for an exclusive license, but Michigan reserves rights for non-profit, research, clinical, educational, and public service purposes for itself and other non-profit research institutions.

Under the Agreement, the Licensee must use commercially reasonable efforts to bring Licensed Products to market, as well as achieving specific commercialization and research milestones by agreed-upon dates. The Licensee must also submit an Affordable Access Plan to Michigan within three months of first marketing approval for a Licensed Product, detailing access strategies for underserved populations in the U.S. and low- and middle-income countries.

Provision Language

ARTICLE 14 – CONFLICT OF INTEREST MANAGEMENT

[…]

14.2 Unless MICHIGAN provides appropriate formal approvals, continuing development of LICENSED PRODUCTS shall take place without the use of MICHIGAN funds, facilities, or other resources of or funds administered by MICHIGAN. LICENSEE shall cooperate with MICHIGAN in developing and implementing appropriate plans for management of potential conflicts of interest and conflicts of commitment of MICHIGAN employees.

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University of Michigan Template Therapeutics License Agreement

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