The License Option Agreement is a strategic document used when parties wish to establish a framework for a potential licensing relationship while allowing the potential licensee time to evaluate the opportunity. This agreement type is particularly relevant in Belgium, where it must align with both national civil law and EU regulations. The document typically includes detailed provisions about the option period, exercise mechanisms, due diligence rights, and the terms of the potential future license. It's commonly used in technology transfers, pharmaceutical licensing, software licensing, and other intellectual property transactions where the potential licensee needs time to assess the commercial viability or technical compatibility of the licensed subject matter. The agreement provides protection for both parties during the option period while setting clear parameters for the potential future licensing relationship.
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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement, including description of the intellectual property and business rationale
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of Option: Terms of the option grant, including duration and exclusivity
5. Option Exercise: Process and requirements for exercising the option
6. Option Fee: Details of any upfront or ongoing fees for the option period
7. License Terms: Core terms of the license that will take effect upon option exercise
8. Intellectual Property Rights: Specifications of IP ownership and rights during option period and after exercise
9. Confidentiality: Obligations regarding confidential information
10. Warranties and Representations: Standard warranties and representations from both parties
11. Term and Termination: Duration of the option agreement and termination provisions
12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Due Diligence: Include when the optionee requires access to conduct due diligence during the option period
2. Development Obligations: Include when there are ongoing development requirements during the option period
3. Regulatory Compliance: Include for regulated industries or products requiring specific compliance measures
4. Sub-licensing Rights: Include when sub-licensing rights are part of the potential license
5. Territory Restrictions: Include when the option or license is limited to specific geographical areas
6. Competition Law Compliance: Include when the agreement might raise competition law concerns
7. Insurance: Include when specific insurance requirements are needed for the option period
8. Source Code Escrow: Include for software-related licenses requiring code protection
1. Schedule 1 - Licensed IP: Detailed description of the intellectual property covered by the option
2. Schedule 2 - License Terms: Full form of license agreement to be entered into upon option exercise
3. Schedule 3 - Fee Schedule: Detailed breakdown of option fees and future license fees
4. Schedule 4 - Technical Specifications: Technical details of the licensed technology or IP
5. Schedule 5 - Due Diligence Requirements: List of materials and information to be made available for due diligence
6. Appendix A - Form of Option Exercise Notice: Template notice for exercising the option
7. Appendix B - Approved Sub-licensees: If applicable, list of pre-approved sub-licensees
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