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Those efforts, as profiled in BioCentury \u0013 HYPERLINK \"https://www.biocentury.com/article/645701\" \u0014here\u0015, began with the publication of three documents:\nA set of recommendations and guidelines for structuring term sheets for life science startups being spun out of university tech transfer offices - \u0013 HYPERLINK \"https://techventures.columbia.edu/term-sheet-recommendations-for-launching-university-startups\" \u0014https://techventures.columbia.edu/term-sheet-recommendations-for-launching-university-startups\u0015\nA set of recommendations for process improvements on the negotiating process when VCs and entrepreneurs negotiate with university tech transfer offices for life science startups-  \u0013 HYPERLINK \"https://techventures.columbia.edu/recommended-process-improvements-for-launching-university-startups\" \u0014https://techventures.columbia.edu/recommended-process-improvements-for-launching-university-startups\u0015\nApproximately one year later, the group released and endorsed the US-BOLT (University Startup Basic Out-Licensing Term Sheet), which is a full term sheet based on the first two documents above. The latest version of that document can be found in the document libraries for the Association of University Technology Managers (AUTM) \u0013 HYPERLINK \"https://autm.net/surveys-and-tools/tools/term-sheet\" \u0014here\u0015 and the National Venture Capital Association (NVCA) \u0013 HYPERLINK \"https://nvca.org/model-legal-documents/\" \u0014here\u0015.\nIn the Fall of 2023, a subset of those participants created a sample template of a full license agreement, building on the principles of the US-BOLT Term Sheet. What do we mean by “sample”? The document that follows is meant to serve as a reasonable starting point for a life science startup license agreement which serves as a compromise for many terms that have historically been difficult to negotiate. Many of the participants in the prior work were clear that they already have their own templates, and hence may not use this one. For many of the participants, there were at least some individual clauses herein which would not be acceptable under their institutional or corporate policies (we have tried to highlight those with footnotes). However, for institutions, entrepreneurs, or VCs who do not have their own existing approach, or who are interested in finding middle ground more expeditiously, this sample license agreement may be a good starting point. We hope this template will save both time and money during your negotiations. Feel free to use it in full, in part, edited or unedited, or not at all.\nIf you have questions or comments, feel free to email \u0013 HYPERLINK \"mailto:techtransfervcstartups@gmail.com\" \u0014techtransfervcstartups@gmail.com\u0015, and we will do our best to reply. We wish you the best of luck with the launch of your startup!\n\u000f\nLICENSE AGREEMENT\nModel Draft: for discussion purposes\nThis License Agreement (this “Agreement”) is dated as of [●] (the “Effective Date”), and is entered into by and between [Licensor], a _________ (“Licensor”), and [Licensee], a _________ (“Licensee”).  Licensor and Licensee are each sometimes referred to herein as a “Party” or collectively as the “Parties.”\nRECITALS\nWHEREAS, Licensor is the [owner] of certain Licensed Technology and has the [exclusive] right to grant licenses under such Licensed Technology; and\nWHEREAS, Licensee desires to obtain a license under the Licensed Technology upon the terms and conditions hereinafter set forth.\nNOW, THEREFORE, Licensor and Licensee hereby agree as follows:\nDEFINITIONS\n“Accounting Standards” means, with respect to a Person, GAAP (generally accepted accounting principles as practiced in the United States) or IFRS (International Financial Reporting Standards), in each case, a","cbCaiqs20DC5sEUq","https://ap.wps.com/l/cbCaiqs20DC5sEUq","docx",96510,33,"English","# Definitions\n## Core defined terms\n## Corporate and regulatory concepts","[{\"question\":\"What do “Accounting Standards” mean in this agreement?\",\"answer\":\"They mean GAAP or IFRS as generally and consistently applied by the relevant Person.\"},{\"question\":\"How is an “Affiliate” defined?\",\"answer\":\"An Affiliate is a Person that Controls another, is Controlled by another, or is under common Control, with Control defined by voting rights or permitted equity under local law.\"},{\"question\":\"What triggers a “Change of Control” under these definitions?\",\"answer\":\"It includes certain mergers or reorganizations, transfers of more than 50% voting power through transactions, and sale or transfer of the Licensee’s business in its entirety or substantially all.\"}]","DEFINITIONS | DOCX",1788330493]