You may have learned about an interesting technology developed at Memorial Sloan-Kettering Cancer Center after reading a paper, having a discussion with one of our scientists, or visiting our Web site. If you would like to know more about this technology or any other technologies available for licensing from Memorial Sloan-Kettering Cancer Center, please contact us at the Office of Industrial Affairs.
If we have additional non-confidential information, we will make it available to you. If you would like to know more on a confidential basis, we require a confidentiality agreement to protect Memorial Sloan-Kettering Cancer Center proprietary information, and we invite you to use the standard form available on our Web site.
If you wish to discuss a possible license for an Memorial Sloan-Kettering Cancer Center technology, we would first like to learn the following about your company:
- What are your objectives and what is your strategy to achieve them?
- How does the Memorial Sloan-Kettering Cancer Center technology fit into your business plan?
- What is the financial status of your company, and how would you describe your stability into the future?
- What are the qualifications and strengths of your management team?
We would also like to determine the scope of the potential license agreement. Please provide the following information about the potential agreement:
- Field of use
- Exclusive/non-exclusive rights
- Company's plan for the development of the technology, including fundraising events and development milestones
The following terms are found in the typical proposal of a deal, which could take the form of a term sheet, an option, or a license. Our license agreements typically include, among other terms:
Non-financial terms:
- Definitions
- Clear statement of what is granted
- Sublicensing rights
- Reservation for the rights that the United States government reserved under Public Laws 96-517, 97-256, and 98-620, codified at 35 U.S.C. 200-212, and any regulations issued thereunder
- Rights of Memorial Sloan-Kettering Cancer Center to use and permit other nonprofit research organizations to use the Memorial Sloan-Kettering Cancer Center intellectual property subject to the license for educational and research purposes
- Due diligence provisions
- Management of the intellectual property
- Provisions on infringement
- Disclaimer of warranty
- Indemnification of Memorial Sloan-Kettering Cancer Center by licensee
- Insurance to be provided by licensee
- Provision for challenge of validity of the patents
- Use of name provision
Financial terms:
- Reimbursement of past and future intellectual property costs
- Licensing fee
- Payment of royalties on net sales during the life of the agreement
- Payment of minimum royalties and/or annual maintenance fees
- Sublicense fees
- Milestone fees
After negotiation and execution of the agreement, the licensee and Memorial Sloan-Kettering Cancer Center will maintain a level of communication so that Memorial Sloan-Kettering Cancer Center is kept aware of the development of the technology, and the implementation of the terms of the license agreement. Memorial Sloan-Kettering Cancer Center will always be available to help in the process.
