OFFER TO PURCHASE/LICENSE INTELLECTUAL PROPERTY

SOPHISTICATED BUYER/LICENSEE OFFER SUBMISSION AGREEMENT

1. Purpose and Scope

This Agreement governs the submission of an offer to purchase, license and/or license/purchase (hybrid) Intellectual Property (IP) through Medical Patents Broker Inc. (“MPB”). By clicking “Agree,” “Submit,” or by using this portal, the Buyer/Licensee, whether entity or individual, is a sophisticated party (Business to Business) (“SP”) acting in a professional or commercial capacity and agrees to be bound by these terms.

2. Identity & Affiliation

• Full Legal Name(Required)

• Professional Title:

• Company/Organization/Entity(Required)

• Company/Institutional Website:(Required)

• Official Company Email:(Required)

NOTE: Generic/personal domains—e.g., @gmail, @yahoo—will be rejected for verification purposes.

• LinkedIn Profile:

https://www.linkedin.com/in/[user name]]

• Company Address:(Required)

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

3. Asset(s) of Interest

• MPB Item No. and Patent No(s).:(Required)

4. Transaction Structure & Financials

Please select the intended structure(s) and provide specific financial parameters.

Transation Type

Straight Purchase

Hybrid Transaction

Straight License

Straight Purchase [Total Purchase Price in USD](Required)

Hybrid Transaction [(Upfront) + % Royalty / Milestones in USD](Required)

Straight License [(Execution Fee) + % Royalty / Minimums in USD](Required)

• Preferred Diligence Window:(Required)

(Standard: 30-60 days)

• Offer Expiration Date:(Required)

(Standard: 5–10 business days)

5. MPB's Role as Facilitator

MPB is a transaction facilitator, not a law firm, financial advisor, fiduciary, or agent.

• MPB does not provide legal, financial, or technical advice.

• MPB does not verify IP ownership, validity, or perform infringement mapping.

• No Attorney-Client Relationship: Use of MPB’s portal or documents does not create an attorney-client relationship. All information is provided “as-is” without any warranty of accuracy or completeness. User is strictly advised to seek independent legal and technical counsel.

6. Procuring Cause & Commission

MPB is the "Procuring Cause" of any introduction or transaction between SP and the Seller/Licensor (“Seller”) initiated through MPB’s platform.

• Irrevocable Acknowledgment: Submission of this Offer constitutes an irrevocable acknowledgment of MPB as the Procuring Cause for the Asset(s) listed.

• Scope: Any purchase, license, or joint venture—whether completed directly or indirectly by SP or its Affiliates (including parent companies or subsidiaries, see Terms of Service & Conditions)—shall be deemed a result of MPB’s introduction.

• Protection of Commission: SP acknowledges that MPB is entitled to commissions from funds payable to the Seller. SP agrees not to structure any transaction in a manner intended to circumvent or frustrate MPB’s right to compensation.

7. Non-Circumvention

SP shall not bypass MPB to contact the Seller directly regarding any IP introduced by MPB. This obligation remains in effect during use of the platform and for twenty-four (24) months after the last interaction between the SP and MPB regarding a specific asset.

8. Limitation of Liability & Indemnification

• CAP ON LIABILITY: MPB’S TOTAL AGGREGATE LIABILITY TO SP FOR ANY CLAIM ARISING FROM THIS AGREEMENT OR USE OF THE MPB MARKETPLACE SHALL NOT EXCEED NINE HUNDRED DOLLARS ($900.00 USD). SP ACKNOWLEDGES THIS IS A NEGOTIATED ALLOCATION OF RISK AND A FUNDAMENTAL BASIS OF MPB’S SERVICES.).

• Indemnification: SP agrees to indemnify and hold MPB harmless from any claims arising out of SP’s use of provided data or any failure by SP to conduct adequate independent due diligence.

9. Governing Law & Mandatory Arbitration

Any dispute shall be resolved through binding arbitration in Lexington, Kentucky according to the AAA rules, without reference to Kentucky conflict of laws principles. SP and MPB hereby consent to the exclusive jurisdiction of the state and federal courts located in Kentucky without the requirement of posting bond. All acts and transactions pursuant hereto and the rights and obligations of the parties shall be governed by the laws of the Commonwealth of Kentucky, without giving effect to principles of conflict of law thereof.

LEGAL DISCLOSURE

Medical Patents Broker Inc. (“MPB”) is a transaction facilitator. MPB does not perform patent due diligence, validity analysis, or infringement mapping. MPB relies upon information provided by the Seller; all such information is provided “as-is” without warranty. Prospective buyers are solely responsible for conducting their own independent legal and technical due diligence. MPB’s role concludes upon the facilitation of the introduction and handoff to the parties.

REQUIRED AFFIRMATIONS

To relay this offer, please check all boxes and digitally sign.

1. SP Status & Role

1a. SP Status(Required)

SP confirms SP is acting for business purposes as a sophisticated party with the resources to conduct independent due diligence.

1b. SP Role(Required)

SP understands MPB is a facilitator and not my agent, advisor, or fiduciary.

2. Commission & Non-Circumvention

2a. Commission(Required)

SP agrees not to bypass MPB and acknowledge MPB’s status as the Procuring Cause for this asset.

2b. Non-Circumvention(Required)

SP agrees that the 24-month non-circumvention obligation is legally binding upon SP and SP Affiliates.

3. Due Diligence & Governing Law

3a. Due Diligence(Required)

SP understands all due diligence (title, validity, FTO) is SP’s sole responsibility.

3b. Governing Law(Required)

SP agrees to binding arbitration and the exclusive jurisdiction of Kentucky.

4. Electronic Signature(Required)

SP has authority to bind SP to this agreement. By clicking below, SP agrees to the Terms of Service & Conditions and MPB’s Privacy Policy.

5. Cookie Consent(Required)

SP consents to the use of cookies for security and performance as described in the Cookies Policy & Data Disclosure.