Agreement made....................between the.....

.................., hereinafter described as the Licensor, and....................., hereinafter described as the Licensee,

Whereas, the Licensor is the sole owner of United States

Letters Patent No..........., granted..............., and other United States Letters Patent and Applications for patents, as shown on the schedule hereto annexed and marked "Schedule of Patents and Applications for Patents," and

Whereas, the purpose of this agreement is to secure to the Licensee the right to use said patents and inventions subject to the terms of this agreement and to secure to the Licensor the payment of a license, fee or royalty for the privilege herein granted sufficiently large to warrant giving to the Licensee rights for the manufacture and sale throughout the United States of the...............hereinafter described,

Now, Therefore, in consideration of the premises and of the covenants herein contained, the parties hereto agree as follows:

1. The Licensee acknowledges the validity of United States

Letters Patent No..........., granted.............., known as the....................and the Licensor's title thereto, and agrees not to contest the validity of the same unless this agreement is terminated as herein provided.

2. The Licensor hereby grants a non-exclusive license to the Licensee from and after the date hereof and during the term of said patent No...........and subject to the conditions hereof under the aforesaid Letters Patent and pending applications throughout the territory covered thereby in the United States, to use the inventions described and claimed therein in the manufacture, use and sale of......................

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3. The Licensee agrees not to manufacture or sell any ................. embodying the inventions described and claimed in said Letters Patent and pending applications.

4. The Licensee agrees to pay to the Licensor, or its successors or assigns, a license fee or royalty upon each and every

....................made, sold, leased or put into use by it under this license (except such as are used directly by the Licensee, for demonstration purposes) within a period of

..........years from and after..............., the sum of

...............per cent of the net bona fide wholesale selling price thereof on sales made by the Licensee at wholesale, and

...............per cent of the actual bona fide net selling price thereof on sales made by the Licensee at retail direct to purchasers. The said....................are to include only the following equipment, namely,....................

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5. All royalties hereunder shall be paid quarter-annually within thirty days after the end of each quarterly period, the first quarter to begin with the..........day of.........., and to end on the..........day of...............; and the Licensee agrees to render statements duly verified by its proper officer, at each of the times stated for payment, showing all....................or other articles above enumerated or included which the Licensee has made, sold, leased or put into use (except as are used directly by the Licensee for demonstration purposes) within the quarter which the statement covers, and to keep full, accurate and complete books of account respecting the said business, and to give the Licensor, or its duly authorized representatives, the privilege of inspecting or examining said books of the Licensee at all reasonable times for the purpose of verifying said quarterly statements and determining the correctness of the said quarterly payments.

6. It is agreed that the license hereby granted to the Licensee is to continue during the remainder of the term of the patent,

No..........., as above set forth, but in the event that said patent, No...........shall be declared invalid by the final judgment of a Court of last resort, the license, in respect to all of the other patents and applications, as shown on the schedule hereto annexed and marked "Schedule of Patents and Applications for Patents," and the payments of royalties under said patent No..........., and under said other patents and applications, shall thereafter cease and terminate. Payment of the royalties stipulated to be paid herein for............

........, shall cease if within..........years from the date hereof the said patent, No...........shall not have been finally adjudicated and held to be valid in a case in which the validity of said patent is contested, unless the validity of said patent shall, by general public acquiescence, become so well established as to enable preliminary injunctions to be procured under said patent. The question whether the validity of said patent is generally acquiesced in shall be first tested by motion for a preliminary injunction in a contested case to enforce said patent, or in the event that this is not feasible, the question is to be settled by arbitration in the usual manner, that is to say, by the selection of one arbitrator by the Licensor and the selection of another arbitrator by the Licensee, and in case of disagreement by these two arbitrators, by the selection of a third arbitrator by the two arbitrators first so selected, the judgment of the arbitrators or a majority of them shall be final; provided, however, that if the payment of royalty shall cease, as above set forth, the royalty payments as to the future output of the....................covered hereby, of the said

Licensee, shall be resumed and royalties shall be paid after such resumption of payment according to the plan of this license immediately upon the said patent No...........being adjudged valid at final hearing, or in case the validity of said patent shall be sustained by arbitration because of general public acquiescence, as above set forth; but no royalties shall be required to be paid for the period between the time of such cessation of payments and time of resumption of payments above noted.