Disclaimer: The licensing terms outlined below shall have no binding effect on William Marsh Rice University or any third party unless and until such terms are incorporated into a written agreement between the parties.

This non-binding term sheet is valid for 90 days and will expire on <DATE>.

Example of Non-Binding Term Sheet

Rice University and <COMPANY>

License Grant / Exclusive/Nonexclusive, Territory license of Rice Patents within the Field of Use
Rice Patents / Those United States patent applications and patents listed in Exhibit A hereto and any corresponding foreign patent applications and patents, and any divisionals, continuations, reissues and reexaminations to the extent that the claims are directed to subject matter within the Field of Use.
Rice Copyrights / Those copyrights listed in Exhibit A hereto
Field of Use / < Define > e.g. Distribution of software, diagnostic of osteoporosis, etc.
Rights to Sublicense / [Only an option for Exclusive Licenses.]
Term of License / Begins on the Effective Date and continue until the date of expiration of the last to expire of Rice’s rights in Rice Intellectual Property.
[software ONLY can be for X years, 5-7 years]
Upfront Licensing Fee / COMPANY shall pay Rice $X US Dollars upon execution of this Agreement in partial consideration of the license.
Royalty / A running royalty shall be paid on Adjusted Gross Sales attributable to COMPANY, their Affiliates, and their sublicensees. Such royalty rate shall be X % of Adjusted Gross Sales.
Non-Sale Based Sublicense Income / COMPANY shall pay Rice a total of x percent (x %) of all Non-Sale Based Sublicense Income received by COMPANY.
Annual Minimum Royalties / COMPANY shall pay annual minimum royalties according to the following schedule:
Date 201__ $______;
Date 201__ $______;
Date 201__ and each year thereafter $______.
These Annual Minimum Royalties shall be creditable towards royalties due in the following year only.
[NOTE: These annual minimum royalties typically correspond to 50% of marketing projections in business plan.]
Milestones / EXAMPLES OF TYPICAL MILESTONES:
COMPANY shall submit a Business Plan prior to the Effective Date of the agreement.
COMPANY shall develop a working model on or before ______, 201___ (if appropriate). [If software, a Beta Version]
COMPANY shall fund no less than ______Dollars ($______) of research toward the development of Rice Licensed Products in each calendar year (pro-rated for partial years) beginning in 201____ and ending with the first commercial sale of a Rice Licensed Product.
COMPANY shall make a first commercial sale of a Licensed Product on or before ______, 201___. (These may be field specific, so there may be more than one in this area)
Within sixty (60) days after the end of each calendar year, COMPANY shall furnish RICE with a written report on the progress of its efforts during the immediately preceding calendar year to develop and commercialize Rice Licensed Products. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted.
COMPANY shall develop a working model on or before ______, 201___, and permit an in-plant inspection by Rice on or before ______, 201___, and thereafter permit in-plant inspections by Rice at regular intervals with at least ______( ) months between each such inspection.
COMPANY shall make Adjusted Gross Sales according to the following schedule:
201__ $______;
201__ $______;
201__ and each year thereafter $______.
COMPANY shall sell the following numbers of Rice Licensed Products according to the following schedule:
201______units;
201______units;
201___ and each year thereafter ______units.
Additional negotiated milestones may include such things as:
Pre-clinical results demonstrating …... by 201_
Commence clinical trials by 201_
FDA approval by 201_
In the event that Rice determines that Licensee (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section 3.1, then Rice may treat such failure as a material breach in accordance with Section 12.3(b).
Patent Expense Reimbursement / Rice and COMPANY shall work closely to develop a suitable strategy for the prosecution and maintenance of Rice Patents; provided that Rice shall maintain final authority in all decisions regarding the prosecution and maintenance of Rice Patent expenses. COMPANY will reimburse Rice for all patent expenses.
Standard Rice Terms and Conditions / Indemnification, No Representations and Warranty, Insurance requirements, Retained Rights. Rice retains the right to practice under the Licensed Patents for research, teaching, and educational purposes. COMPANY will acknowledges that the U.S. federal government retains a royalty-free, non-exclusive, non-transferable license to practice any government-funded invention claimed in any patent rights as set forth in 35 U.S.C. §§201-211, and the regulations promulgated thereunder, as amended, or any successor statutes or regulations.
With Government Funding / Substantial manufacture in the US


Exhibit A: Rice Intellectual Property

Rice Patents

1.  The technology described in Rice Tech ID ##### titled “Title” by <INVENTORS>, as disclosed to Rice on <DATE>, and the corresponding patent applications:

a.  US Provisional 60/XXX,XXX filed <DATE>

b.  PCT/US03/XXXXX filed <DATE>

c.  US utility filing 10/xxx,xxx filed <DATE>

d.  Japanese filing 2003-xxxxxx filed <DATE>

e.  Canadian issued patent x,xxx,xxx from filing PCT/US2003/xxxxxx filed <DATE>

2.  The technology described in Rice Tech ID ##### titled “Title 2” by <INVENTORS>, as disclosed to Rice on <DATE>, and the corresponding patent applications:

a.  US Provisional 60/xxx,xxx filed <DATE>

b.  PCT/US05/xxxxx filed <DATE> (PCT Designating the US)

All on an “as is” basis as of the Effective Date.

Rice Copyrights

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