2.3.2.3. a provision specifying that in the event of termination of the license referred to in Section 2.1 (in whole or in part (e.B termination in a particular country)), an existing sub-license agreement to the extent of such terminated license will be terminated; The following terms are part of the relevant terms of a license: “Open Source” software – software available free of charge for use, modification and distribution – is often licensed on terms that require the user to make the user`s changes to the open source software or any other software that the user “combines” with open source software that is freely available as source code. If you use open source software in connection with the Programs, you must ensure that your use does not: (i) create or purport to create obligations on our part with respect to the Oracle Programs; or (ii) grant or purport to grant rights or immunities to any third party under our intellectual property or proprietary rights in the Oracle Programs. For example, you may not develop software with an Oracle program and an open source program if such use results in one or more program files containing code from the Oracle program and the open source program (including, but not limited to, libraries) if the open source program is licensed that requires all “modifications” to be made available free of charge. You may also not combine the Oracle Program with programs licensed under the GNU General Public License (“GPL”) in a manner that could result in the Oracle Program or any modification thereof being subject to the terms of the GPL or being interpreted or claimed. 1.15. “Accounting Agent” means the Company and/or an affiliate of the Company and/or a sub-licensee of the Company and/or a sub-licensee of an affiliate of the Company. Licence proposals are developed by CTA employees who use their experience and access to comparable proposals conducted in the past. The contribution of inventors, especially in the fields of invention, is very important to ensure that all technology markets are addressed. Final approval of the license terms and the execution of the resulting license agreements are the responsibility of the CTA or other authorized representatives of the University.

Each university in the University of Missouri system is individually responsible for the management and licensing of its technologies. For more information about the new Express license, please contact a campus-specific director. After submitting the business plan, the Technology Transfer Office will contact you with any further questions. The execution of the express license depends, among other things, on the resolution of any issues that may arise during the internal review of the business plan. We are only willing to license the Programs to you on the condition that you agree to all the terms and conditions contained in this Agreement. Read and accept the Terms carefully by selecting the “Accept” button at the bottom of the page to confirm your acceptance if you grant a license through our online system, or by continuing to install the Program if you received this License Agreement during the installation process. If you are not ready to be bound by these terms, select the “Do Not Accept” button or complete the installation process and the registration process will not continue. 1.32. “Third Party Product” means an actual or potential Licensed Product intended for an application or market segment for which UC has reasonable grounds to believe that a Licensed Product is not actively developed and marketed by Licensee, its affiliates or a sublicensee. 9.2.1. From the time a Licensed Product is distributed or sold commercially by Licensee or an agent of an affiliate, sublicensee or licensee (except for the purpose of obtaining regulatory approvals), Licensee shall, at its own expense and expense, purchase and maintain commercial liability insurance of at least $5,000,000 per incident and $5,000,000 per year and designate persons who have right to compensation as additional insured persons. During clinical trials of such a licensed product, licensee shall, at its own expense and expense, take out and maintain commercial general liability insurance at or below the level required by UC and designate beneficiaries as additional insureds.

This commercial general liability insurance provides: (a) product liability insurance and (b) comprehensive contractual liability insurance for Licensee`s indemnification obligations under this Agreement. 2.4. No further grant of rights. Except as expressly provided herein, nothing in this Agreement shall be construed as conferring on Licensee by implication, estoppel or otherwise any proprietary rights, intellectual property rights, products or biological material of UC or any other legal entity, whether such technology, intellectual property rights, products or biological materials prevail. rights subordinated to or otherwise associated with patent rights. 4.1. Licensing Fees. Licensee shall pay UC a non-refundable, ineligible and non-recoverable royalty of one thousand fifteen hundred U.S. dollars ($1,500), due and payable within sixty (60) days of the effective date. The main objective is to streamline the contract execution process for both parties in order to reduce the resulting legal costs and increase the flow of transactions. Although it is ultimately at the University`s discretion to enter into a license (including the Express License), the following conditions must be met to be eligible for the Express License: 1.8. “Enabling Technology” means all additional licenses and rights licensed to Licensee under this or any other agreement that are not violated by the sale of Licensed Products; but have been used by the licensee in the discovery and development of licensed products.

2.1.1. UC reserves the right to exercise patent rights for itself and for other non-profit research organizations and to use UC know-how under the license granted above exclusively for research, educational and scientific purposes; and 1.17. “Licensed Product” means, country by country, any product or service that manufactures, uses, sells, offers for sale, imports, exports or exports to the country in question (without the license below) directly, indirectly by inciting infringement or indirectly by contributory infringement at least one valid claim pending (if it had been issued in that country) or would have issued a valid claim; would hurt; or any product or service created or developed using enabling technology. 5.3. Recordings. Licensee shall maintain complete and accurate records of the Licensed Products manufactured, used, sold, leased or transferred under this Agreement, all amounts payable to UC in respect of such Licensed Products and any sublicense income not related to royalties received by Licensee and its affiliates, and these records must contain sufficient information for CPU to verify the accuracy of the reports. or notifications that UC may confirm under section 5.1. Licensee, its affiliates and/or sublicensees, if any, will retain such records relating to a given calendar quarter for at least five (5) years after the end of that calendar quarter, during which UC has the right to engage an independent and certified auditor at its own expense (or, in the case of a non-financial audit, B. another appropriate auditor) to review such records during normal business hours to verify the accuracy of reports and payments provided under this Agreement and Licensee`s compliance with the Terms. Such accountant or other auditor may not disclose to UC any information other than information about the accuracy of reports and payments provided under this Agreement. The parties must reconcile any insufficient or excessive payment within thirty (30) days of the presentation of the audit results by the accountant.

If an audit conducted in accordance with this Section 5.3 results in an underpayment of more than five percent (5%) in a calendar year, licensee shall reimburse UC for all amounts incurred in connection with that audit. UC may only exercise its rights under this Section 5.3 once a year per audited entity and only with reasonable notice to the Company and will be composed quarterly. The payment of such interest by Licensee does not limit UC`s right to exercise any other remedy that UC may have as a result of late payment. 2.3.2.6. The Sublicense Agreement provides that in the event of any discrepancy between the Sublicense Agreement and this Agreement, this Agreement shall prevail. A license agreement is an agreement between UC and a third party in which UC`s rights to a technology (without relinquishing ownership) are licensed for financial and other benefits. .