Patent / Technology License Agreement whereby the Licensor grants the Licensee a wide range of rights (include right to sub-license) to use the invention / patent works for commercial production. This is drafted in Neutral Form.
In consideration of the Licensee observing and performing all of its obligations under this Agreement the Licensor grants to the Licensee a non-transferable non-exclusive licence/exclusive license to develop and commercialise the Licensed Intellectual Property in the Licensed Field on the and conditions of this Agreement in order that the Licensee may manufacture and sell the Licensed Products for the duration of this agreement in their territory including the right to sub-license the Licensed Intellectual Property.
The Licensee shall not use the Licensed Intellectual Property in relation to any goods or services other than the Licensed Products during the Term or after it. Any extension to this Agreement to include products other than the Licensed Products shall be at the sole discretion of the Licensor. The Licensee must not use or exploit the Licensed Intellectual Property except as expressly authorised by this Agreement.
The Licensee undertakes that: (a) it shall use the Licensed Intellectual Property only in relation to Licensed Products which conform to an a reasonable standards of quality; (b) the Licensed Products shall conform to any statutory or other regulatory requirements in respect of them which may be applicable from time to time within the terriotry where they are sold; and (c) the Licensed Products shall not be defective in terms of workmanship, materials or otherwise and shall not be constructed of dangerous materials which are not suitable for any of the Licensed Products in relation to their intended or reasonably anticipated use.
During the term of this Agreement, the Licensee and its related bodies corporate and sub-licensees must not challenge the validity of the Licensed Intellectual Property, or the Licensor's rights therein, nor directly or indirectly assist any person to do so.
The Licensee will use its reasonable endeavours to commercialised the Licensed Intellectual Property and sell the Licensed Products throughout the specified territory for the whole of the Term.
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