Need help for drafting an agreement
M. PIRAVI PERUMAL
(Querist) 02 April 2009
This query is : Resolved
A & CO. IS MANUFACTURER OF 25 DRUGS/PRODUCTS.
B & CO. WANTS TO PURCHASE 25 DRUGS/PRODUCTS FOR MANUFACTURING AND MARKETING THROUGHOUT INDIA.
I HAVE TO NOW DRAFT AN AGREEMENT ON BEHALF OF B & CO.
LEARNED EXPERTS PLEASE ADVISE ME THE VITAL CLAUSES WHICH I HAVE TO INCORPORATE IN THE AGREEMENT.
Kiran Kumar
(Expert) 03 April 2009
well frnd...no doubt u ll get help from other members...simultaneously do find something from the files available on this site.
Hiralal Das
(Expert) 03 April 2009
If you interested; please contact with me personally. My mail ID: legistfort@gmail.com
Prakash Yedhula
(Expert) 05 April 2009
Find a draft. You need to customize according to your needs:
1
LICENSE AGREEMENT
THIS AGREEMENT made and entered into the ________day of____________,20___, by and between Full Company Name., located at __________________________________________(”LICENSOR”) and , a corporation having its principal office at ___________________________________________________________
(”LICENSEE”).
WHEREAS, LICENSOR is the owner of an item (”ITEM”) which is described in the Schedule attached hereto, it being understood and agreed that additional ITEMS may be added and/or deleted from this Agreement by the addition or deletion of additional schedules.
WHEREAS, LICENSOR warrants that it is the sole and exclusive owner of the ITEM, and that it has the sole and exclusive right to grant this license; and WHEREAS, LICENSEE is in the business of manufacturing and selling drugs; and
WHEREAS, LICENSEE is desirous of obtaining the sole and exclusive license to manufacture and sell the ITEM, plus the merchandising rights for theITEM, in the Territory set forth in the Schedule.
NOW, THEREFORE, in consideration of the performance of the mutual covenants contained in this Agreement, it is agreed as follows:
1. LICENSOR grants to LICENSEE the sole and exclusive right and license to manufacture, to have manufactured for it, to use and to sell the ITEM including all merchandising rights for the ITEM, and to sublicense all such rights, in the Territory set forth in the Schedule, and, in addition, grants LICENSEE the exclusive right and license to make, use and sell the subject matter of all patent applications which may be filed on products incorporating the ITEM pursuant to Paragraph 2.
2. (a) If LICENSEE considers it necessary or desirable to obtain patent protection in the United States, the LICENSEE shall notify LICENSOR of that decision within the time available to apply for such protection and LICENSOR shall, if obtaining the patent protection is not barred by prior use or publication, promptly have such application filed and assign the patent to LICENSEE. LICENSEE shall pay all costs of obtaining such patent. LICENSEE’S obligations hereunder are not conditioned on the ability of LICENSOR to obtain or maintain such patent protection.
(b) All trademarks and copyrights related to the ITEM shall become the property of LICENSEE, and LICENSEE is solely responsible for securing adequate protection for such trademarks and copyrights.
3. (a) LICENSEE shall pay to LICENSOR the royalty at the rate as provided in the Schedule. Such royalties shall be calculated based on LICENSEE’S net sales of products incorporating, utilizing or based upon the ITEM, including accessories and line extensions (”Products”). As used in this Agreement, net sales is defined as the gross sales by LICENSEE to its customers for Products, less a five percent (5%) deduction to provide for and in lieu of freight allowances, volume discounts, returns credited by LICENSEE and any other allowances. No costs incurred in the manufacture, sales distribution or exploitation of the ITEM shall be deducted from the royalty.
(b) In the event that LICENSEE must sell any excess inventory at a price lower than its manufacturing cost, there will be no royalty paid to LICENSOR.
(c) LICENSOR and LICENSEE shall equally share in the gross revenues (including all advances, royalties, minimum payments and guaranteed payments) received by LICENSEE from third parties for sublicenses of the ITEM;
LICENSEE shall provide LICENSOR with a copy of each sublicense.
(d) LICENSEE shall pay LICENSOR interest on overdue payments at the rate of one and one-half percent (1-1/2%) per month, calculated from the date such payment was due.
4. (a) LICENSEE shall pay LICENSOR an advance in the amount (s) recited in the Schedule, such sum being a guaranteed advance against royalties to become due under this Agreement. In no event shall said advance payment be repaid to LICENSEE other than
