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US-BOLT Life Science License Agreement (University to Startup)
A definitive Bayh-Dole-compliant, balanced license from a university to a startup for life science intellectual property, covering grant, diligence, royalties, sublicense economics, equity, patent prosecution, indemnification, and termination.
What is a US-BOLT Life Science License Agreement?
A US-BOLT Life Science License Agreement (University to Startup) is a definitive Bayh-Dole-compliant, balanced license from a university to a startup for life science intellectual property, covering grant, diligence, royalties, sublicense economics, equity, patent prosecution, indemnification, and termination.
University technology transfer offices (TTOs) and life science startups executing a definitive exclusive license following a US-BOLT term sheet, typically newly formed companies spinning out a therapeutic, diagnostic, medical device, or research tool from academic research.
US-BOLT Life Science License Agreement template, current for 2026
The agreement bakes in objective diligence milestones with a paid extension option (industry practice as of 2026), a Bayh-Dole §204 substantial-U.S.-manufacturing acknowledgement written as a covenant, an explicit IPR/PGR patent-challenge provision (post-Mylan/PTAB era), tiered sublicense-revenue economics keyed to clinical stage, and sublicense-survival mechanics that follow current bankruptcy practice.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your US-BOLT Life Science License Agreement as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- Effective Date of the license agreement? The date the license takes effect; typically the date of last signature. All time periods (annual maintenance, diligence deadlines) run from this date.
- Full legal name of the university (licensor)? Use the exact legal name of the entity that owns the IP, often a board of trustees or regents, rather than the university's short name.
- Legal form of the university? State of organization and legal form. Public universities are often state-chartered instrumentalities; private universities are typically nonprofit corporations.
- Principal address of the university's technology-transfer office?
- Full legal name of the startup licensee?
- Licensee's legal form?
- Licensee's state of formation?
- Licensee's principal business address?
- Brief description of the technology (one line)? Used in the recitals to identify the subject matter. Keep to a single descriptive clause.
- Field of Use for the license? Defines the exclusive scope. Startups usually want the broadest field the TTO will grant; universities may carve out fields for other licensees.
- Territory of the license?
- Summary of key diligence milestones (referenced in Schedule C)? The full schedule of milestones goes into Schedule C. This summary appears in the body so that objective deadlines are visible on the face of the agreement.
- Cure period for missed diligence milestones (days)? 60 to 120 days is typical. Longer for early-stage biotech where regulatory timelines are uncertain.
- Milestone extension fee (USD) for a 180-day extension? Startups sometimes negotiate a paid extension option in lieu of hard termination. $10K to $100K depending on stage.
- Maximum number of paid extensions per milestone?
- Upfront license issue fee (USD)? Cash payment on signing. Ranges from $10K (early spinout) to $500K or more (later-stage IP).
- Annual maintenance fee (USD)? Paid on each anniversary; typically creditable against running royalties in the same year.
- Running royalty rate on Net Sales (percent)? Life science royalties typically range 1 to 8 percent for therapeutics, higher for diagnostics and tools. The template includes a third-party stacking offset in Section 4.3; set the stacking floor separately.
- Royalty-stacking floor (percent of Net Sales the University keeps despite the stacking offset)? The Section 4.3 offset lets Licensee credit up to 50 percent of third-party blocking-IP royalties, but never below this floor. Universities commonly set the floor at 50 to 75 percent of the stated rate; enter it as an absolute percent of Net Sales (e.g., if the rate is 3.5 and the floor is 50 percent of rate, enter 1.75).
- Summary of development-milestone payments (referenced in Schedule D)?
- Sublicense revenue share, pre-IND tier (percent)? Universities typically demand a higher share for early sublicenses (when the university IP is doing most of the work); 15 to 30 percent is common.
- Sublicense revenue share, post-IND, pre-Phase II tier (percent)?
- Sublicense revenue share, post-Phase II tier (percent)?
- Will the university receive an equity grant? Universities frequently take 1 to 10 percent founding equity in life science spinouts, usually with anti-dilution protection through a defined financing threshold.
- Equity grant to university (percent of fully-diluted cap)?
- Type of security to be issued to the university?
- Anti-dilution threshold, aggregate financing (USD) after which university dilutes pro rata? Common threshold is the first $2M to $10M of aggregate financing. Above this, the university dilutes with founders.
- Option pool carve-out excluded from anti-dilution (percent)?
- Cap on reimbursement of pre-Effective Date patent costs (USD)?
- Installment period for prior patent-cost reimbursement (months)?
- Licensee's window to commence infringement enforcement (days)?
- Licensee's share of enforcement recoveries when licensee leads (percent)?
- University's share of enforcement recoveries when university leads (percent)?
- General liability limit per occurrence during clinical trials (USD)?
- Aggregate insurance limit during clinical trials (USD)?
- General liability limit per occurrence after First Commercial Sale (USD)?
- Confidentiality term (years from disclosure)?
- Late-payment interest rate (percent per annum)?
- Royalty record retention period (years)?
- Audit-cost-shifting underpayment threshold (percent)?
- Know-How royalty tail after First Commercial Sale (years)? Runs after patents expire in a country. Universities typically want 10 to 15 years; licensees push for 5 to 7.
- Notice period for licensee termination for convenience (days)?
- Post-termination inventory sell-off period (days)?
- Governing law (state)? Universities typically insist on their home state; startups sometimes negotiate Delaware for a corporate-friendly forum.
- Dispute resolution forum?
- Notice copy address for licensee (typically outside counsel)?
- University signatory name?
- University signatory title?
- Licensee signatory name?
- Licensee signatory title?
Frequently asked
About the US-BOLT Life Science License Agreement and how HDAi works.
What is a US-BOLT Life Science License Agreement (University to Startup)? +
A US-BOLT Life Science License Agreement (University to Startup) is a definitive Bayh-Dole-compliant, balanced license from a university to a startup for life science intellectual property, covering grant, diligence, royalties, sublicense economics, equity, patent prosecution, indemnification, and termination. University technology transfer offices (TTOs) and life science startups use it to execute a definitive exclusive license following a US-BOLT term sheet, typically newly formed companies spinning out a therapeutic, diagnostic, medical device, or research tool from academic research.
Is HDAi's US-BOLT Life Science License Agreement (University to Startup) legally binding? +
The US-BOLT Life Science License Agreement (University to Startup) HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this US-BOLT Life Science License Agreement (University to Startup)? +
You can generate and download the US-BOLT Life Science License Agreement (University to Startup) in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this US-BOLT Life Science License Agreement (University to Startup) current for 2026? +
The agreement bakes in objective diligence milestones with a paid extension option (industry practice as of 2026), a Bayh-Dole §204 substantial-U.S.-manufacturing acknowledgement written as a covenant, an explicit IPR/PGR patent-challenge provision (post-Mylan/PTAB era), tiered sublicense-revenue economics keyed to clinical stage, and sublicense-survival mechanics that follow current bankruptcy practice.
How long does the US-BOLT Life Science License Agreement (University to Startup) take? +
Estimated time about 25 min (50 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this US-BOLT Life Science License Agreement (University to Startup) work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
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