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S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
Entire Document
 

 

limited to, information relating to inventorship and sponsorship).

 

1.2                               The assignment of Paragraph 1.1 may be licensed or assigned to third parties, provided that such license or assignment is consistent with the terms of this Agreement.

 

1.3                               JHU shall have the right to review and approve any pertinent provisions of any license agreement for or assignment of the Invention contemplated by FRANANO for the purpose of ensuring that JHU is sufficiently protected under appropriate warranty, representation, indemnification, product liability and use-of-name provisions to be included in such a license agreement or assignment.

 

1.4                               FRANANO hereby grants JHU a paid-up, royalty-free, non-exclusive license to use all intellectual property rights in the Invention for its and The Johns Hopkins Health Systems’ nonprofit purposes, including the ability to distribute any biological material covered under Patent Rights for nonprofit academic research use as is customary in the scientific community.

 

ARTICLE 2
PATENT MATTERS

 

2.1                               As applicable, FRANANO agrees to record corrected assignments of Patent Rights at the U.S. Patent and Trademark Office and patent offices within other countries within sixty (60) days of the date of execution of this Agreement.

 

2.2                               FRANANO agrees to reimburse JHU eleven thousand twenty eight dollars ($11,028) in four (4) equal payments of two thousand seven hundred fifty seven dollars ($2757). The first payment shall be due upon execution of this Agreement; the second, third and fourth payments shall be due on or before the first, second and third anniversaries respectively.

 

2.3                               FRANANO acknowledges that any future costs regarding patent matters, including but not limited to, costs related to prosecution, maintenance and infringement, are solely the responsibility of FRANANO.

 

ARTICLE 3
REPRESENTATIONS

 

3.1                               Representations by JHU. JHU warrants that it has good and marketable title to its interest in the Invention, with the exception of certain retained rights of the United States government. JHU does not warrant the validity of any patents or that practice under such patents shall be free of infringement. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH, FRANANO AGREES AND SHALL CAUSE EACH LICENSEE,

 

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