IP rights sale agreement: in chemical compound

This is an agreement for the restricted sale of rights in a chemical compound. It may be any compound for any purpose. Your buyer will have a particular purpose in mind. You will want to limit the sale by reference to place, end product, industry type or any other. Payment by up front cash plus royalty. Provides for ongoing mutual co-operation in R&D or other.
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About this pharmaceutical rights sale agreement

You may be an individual or represent a company. You have produced a pharmaceutical or chemical innovation. It may be applicable in one industry or many. It could stand alone or be an ingredient in a yet more sophisticated product.

You want to sell all rights to a major manufacturer. You also retain rights to a royalty on sales. The sale may be limited to a particular market or industry. You probably intend to sell rights later for use in other industries or to manufacture it for your own use in your industry.

For easy understanding, we have named the chemical compound as “Hydrosolamid”.

Examples of the sort of chemical Hydrosolamid might be are:

  • Special purpose lubricant or fuel;
  • food preservative;
  • food flavour enhancer;
  • vaccine growth stimulator;
  • cosmetic ingredient;
  • hormone enhancer;
  • DNA identification tool;
  • paint pigment;
  • concrete hardener;
  • bio-tech ingredient.

Although the licence terms clearly separate the interests of the parties, arrangements of this nature often require considerable ongoing co-operation relating to the subject matter.

This agreement does not provide for “support” as would a software product, but it does provide for co-operation and help, paid or free. Because this co-operation may be essential, in this agreement neither party is favoured. We have included reasonable protection for both parties.

Payment is by an up-front licence fee. The licence terms are extensive so that you have a suitable wide choice of option in this rather complicated area. The royalty provision also provides you with options, so that you can easily select and delete.

The agreement terminates on expiry of supporting patents or when generic versions available or as you wish.

This agreement provides the complete legal framework for what may appear to be a complicated deal. The Net Lawman modular structure in plain English takes you smoothly through the detail of a document of over 6,000 words.

Key features

  • Professionally drawn, tough law
  • Easy to edit (as always with Net Lawman documents)
  • Thorough coverage of legal areas
  • Practical, alternative business provisions
  • No requirement for you to be your own lawyer

Alternatives to this pharmaceutical rights sale agreement

Net Lawman offers around 20 licence agreements and assignments relating to intellectual property in addition to those in website terms and conditions.

You can find the full selection at:

Contents of this pharmaceutical rights sale agreement

Here is a list of the major subjects covered:

  • Definitions and interpretation
  • Warranties and understandings
  • The licence deal, restrictions and clarifications
  • Royalty calculations and payment terms
  • Ongoing co-operation
  • Third party infringement
  • Confidentiality
  • Disclaimer
  • Indemnity by inventor / creator
  • Indemnity by developer / buyer
  • Protection of owners title and rights
  • Termination if buyer fails to succeed.
  • Other matters relating to enforcement and other legal issues

Over 1,400 words of helpful drafting notes.


This document was written by a solicitor for Net Lawman. It complies with current Indian law.

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Rakesh Taneja

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