[COMPANY] PATENT LICENSE AGREEMENT

This PATENT LICENSE AGREEMENT (this “Agreement”) is entered into on

___________, [YEAR] (the “Effective Date”) by and between [COMPANY], a Texas Limited Liability Company, with an office at [ADDRESS] (“Licensor”), and , a corporation/partnership/LLC/individual with an office at ____________________________________________________ (“Licensee”). Licensor and Licensee shall be referred to herein collectively as the “Parties,” and individually as a “Party.”

BACKGROUND

WHEREAS, Licensor owns the Licensed Patents (as defined in Section 1.1 below) and desires to grant a license for certain Licensed Uses (a defined in Section 1.2 below) under the claims of the Licensed Patents.

WHEREAS, Licensee desires to obtain a release and license from Licensor under the claims of the Licensed Patents for the Licensed Uses.

WHEREAS, Licensor is willing to provide a license and release in exchange for a reduced Payment amount because Licensee is obtaining this release and license early in Licensor’s licensing campaign.

NOW, THEREFORE, in consideration of the above premises and the mutual covenants of the Parties as set forth herein, Licensor and Licensee, intending to be legally bound, agree as follows:

1. DEFINITIONS

In addition to the terms defined elsewhere in this Agreement, as used in this Agreement:

1.1 “Licensed Patents” means (i) United States Patents No. [ID];(ii) all patents or patent applications claiming priority from any of the United States Patents listed in Section 1.1 (i); (iii) all foreign counterparts, reissues, reexaminations, extensions, continuations, continuations in part, continuing prosecution applications, and divisions of any of the United States Patents listed in Section 1.1 (i), and (iv) any patents and those patents counterparts as recited in (ii) and (iii) above in relation to such patents that are currently owned or, acquired later, by Licensor.

1.2 “Licensed Uses” means any use of inventions claimed in the Licensed Patents for the manufacture, use, sale, importation, exportation products or services provided to others on behalf of Licensee or Licensee Affiliates and excepting the manufacture, use, sale, importation, exportation, of products or the provision of services, on behalf of any third party that is not owned by Licensee or a Licensee Subsidiary.

1.3 "Licensee Subsidiary" means any entity that Licensee controls. For purposes of this definition, "controls" means: (a) if Licensee has voting shares or other voting securities, ownership and control of fifty percent (50%) or more of the outstanding shares or securities entitled to vote for the election of directors or similar managing authority of such entity; or (b) if Licensee does not have voting shares or other voting securities, ownership and control of fifty percent (50%) or more of the