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S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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commercialization, etc.

 

5.2                               FRANANO acknowledges that any further development of the Invention using JHU resources or through his/her/their role as a JHU employee(s), shall be subject to JHU’s Intellectual Property Policy and shall be reported to the School of Medicine’s Office of Technology Licensing and assigned to JHU.

 

5.3                               FRANANO and any licensee, sublicensee or assignee shall not use the name of The Johns Hopkins University or The Johns Hopkins Health System or any of its constituent parts, such as the Johns Hopkins Hospital or any contraction thereof in any advertising, promotional, sales literature or fundraising documents without prior written consent from an officer of JHU. FRANANO, licensee, sublicensee and assignee shall allow at least seven (7) business days notice of any proposed public disclosure for JHU’s review and comment or to provide written consent.

 

5.4                               Prior to initial human testing or first commercial sale of any Invention in any particular country, FRANANO shall establish and maintain, in each country in which FRANANO, each licensee, sublicensee and assignee shall test or sell an Invention, product liability or other appropriate insurance coverage appropriate to the risks involved in marketing an Invention and will annually present evidence to JHU that such coverage is being maintained. Upon JHU’s request, FRANANO will furnish JHU with a Certificate of Insurance of each product liability insurance policy obtained. JHU shall be listed as an additional insured in FRANANO’s said insurance policies. If such Product Liability insurance is underwritten on a ‘claims made’ basis, FRANANO agrees that any change in underwriters during the term of this Agreement will require the purchase of ‘prior acts’ coverage to ensure that coverage will be continuous throughout the term of this Agreement.

 

5.5                               Upon commercialization, FRANANO agrees to remit to JHU two and one half percent (2.5%) of any revenues from net sales received by FRANANO. Such revenues are to include, but not be limited to, royalties, licensing fees and other cash or equity received by FRANANO. Net sales shall mean gross sales revenues and fees billed by FRANANO and any licensee, sublicensee or assignee from the sale of any product covered by the patent applications set forth above less trade discounts allowed, refunds, returns and recalls, and sales taxes. Net sales shall not include any amounts specifically designated by a licensee, sublincensee or assignee as a reimbursement of patent costs or costs associated with regulatory approval.

 

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