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The agreement includes confidentiality and non-misunderstanding provisions to avoid obligations until a definitive written agreement is executed and delivered. 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Furthermore, delivery of this draft license agreement isnot an offer to sell to any person, or a solicitation to any person to buy, securities of COMPANY.  \nFurther, the terms and conditions of this draft license agreement shall be confidential information and shall not be disclosed to any third party without the consent of the UWMRF, except that the parties hereto may disclose the terms and conditions described in this draft license agreement including its existence to their respective officers, directors, employees, attorneys and other advisers, provided that such persons agree to the confidentiality restrictions contained herein.  \nPage 1 of 26  \nPATENT LICENSE AGREEMENT  \nThis Patent License Agreement (the \"Agreement\") is entered into on this   day of Month, 2013 (the \"Effective Date\") between the University of Wisconsin-Milwaukee Research Foundation, Inc., a non-profit Wisconsin corporation, with its principal place of business at 1440 East North Ave., Milwaukee, WI 53202 (\"UWMRF\"), and COMPANY, LLC, a company organized under the laws of the state of   , with a place of business at  \n  (\"COMPANY\") . UWMRF and COMPANY are sometimes referred to herein individually as a \"Party\" and collectively as the \"Parties\" .  \nRECITALS  \nWHEREAS, UWMRF owns certain Patent Rights and Technology Rights relating to the Licensed Subject Matter, which were developed at the University of Wisconsin-Milwaukee (“University), and is interested in licensing same;  \nWHEREAS, UWMRF represents that it has the right to grant licenses granted in this agreement; and  \nWHEREAS, UWMRF desires to have the Licensed Subject Matter developed and used and commercialized to the fullest extent possible for the benefit of COMPANY, Inventor, University, UWMRFand the general public; and  \nWHEREAS, COMPANY desires to obtain a license from UWMRF to practice Licensed Subject Matter upon the terms and conditions herein set forth in this agreement;  \nNOW THEREFORE, in consideration of the premises and the mutual covenants set forth herein, and for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereto, intending to be legally bound, agree as follows:  \n1. DEFINITIONS  \n1.1. “Affiliate” shall mean any business entity more than fifty percent (50%) owned by COMPANY, any business entity which owns more than fifty percent (50%) of COMPANY, or any business entity that is more than fifty percent (50%) owned by a business entity that owns more than fifty percent (50%) of COMPANY.  \n1.2. “Combination Product” shall mean a Licensed Product in connection with which (a) COMPANY has physically, chemically, structurally or otherwise combined one or more Components with a Licensed Product, or COMPANY has packaged one or more Components with a Licensed Product for sale as a single package or unit; and (b) the combination of the Licensed Product with the Component is required to achieve the intended use, indication, or effect.  \n1.3. “Component” shall mean a product, system or device that is Sold commercially by COMPANY, an Affiliate, or sublicensee of COMPANY, which does not meet the definition of a Licensed Product.  \n“Commercialization”, with a correlative meaning for “Commercialize”, shall mean all activities undertaken before and after obtaining regulatory approval relating specifically to the pre-marketing, launch, promotion, marketing, sale, and distribution of a (pharmaceutical) product, including, with","cbCaipwTItEekJQj","https://ap.wps.com/l/cbCaipwTItEekJQj","pdf",627269,26,"English","# Patent License Agreement\n## Definitions\n## Recitals\n## Confidentiality and Preliminary Disclaimer","[{\"question\":\"When do obligations become binding under the draft agreement?\",\"answer\":\"Obligations and liabilities are not binding unless and until the parties execute and deliver a definitive written agreement providing for such obligations or liabilities.\"},{\"question\":\"What confidentiality restrictions apply to the draft license terms?\",\"answer\":\"The terms and conditions are confidential and cannot be disclosed to third parties without UWMRF consent, except disclosure to authorized officers, directors, employees, attorneys, and advisers who agree to confidentiality restrictions.\"},{\"question\":\"How does the agreement define “Affiliate”?\",\"answer\":\"An “Affiliate” is an entity more than 50% owned by COMPANY, an entity that owns more than 50% of COMPANY, or an entity more than 50% owned by an entity that owns more than 50% of COMPANY.\"}]","Patent License Agreement | PDF",1789568898,9]