If you have never licensed a technology from a research institution, you should familiarize yourself with types and terms of agreements.
You can review sample agreements on the Web (e.g., Harvard: http://www.techtransfer.harvard.edu/InfoForIndustry.html
UCSD: http://invent.ucsd.edu/downloads/index.htm ).
Remember, these are just samples; when you license a technology, you will negotiate specific terms during a negotiation process.