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Letter Of Intent To License Intellectual Property

Letter Of Intent To License Intellectual Property Template for Canada

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Key Requirements PROMPT example:

Letter Of Intent To License Intellectual Property

"I need a Letter of Intent to License Intellectual Property for a Canadian pharmaceutical patent, where our company will be the licensee seeking exclusive rights to manufacture and distribute a newly developed drug compound in North America, with the definitive agreement to be completed by March 2025."

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Document background
The Letter of Intent to License Intellectual Property is a crucial preliminary document used in Canadian business transactions when parties wish to formalize their intent to enter into an IP licensing arrangement while continuing negotiations toward a definitive agreement. This document type is particularly valuable when dealing with complex IP assets or when parties need to establish basic terms before committing resources to detailed due diligence and negotiations. It typically includes non-binding provisions outlining the proposed structure of the license, as well as binding terms regarding confidentiality and exclusivity. The document must align with Canadian federal IP laws and provincial contract law principles, making it essential to consider both federal and provincial jurisdictions. It serves as a roadmap for negotiations while protecting both parties' interests during the preliminary stages of the transaction.
Suggested Sections

1. Date and Parties: Identification of the parties, including full legal names and addresses

2. Introduction/Purpose: Brief statement of the parties' intent to enter into an IP licensing arrangement

3. Description of Intellectual Property: Clear identification and description of the IP to be licensed

4. Proposed Key Terms: Outline of fundamental terms including type of license (exclusive/non-exclusive), territory, field of use, and duration

5. Commercial Framework: Basic commercial terms including proposed payment structure (royalties, fees, etc.)

6. Timeline: Proposed timeline for negotiation and execution of definitive agreement

7. Non-Binding Nature: Clear statement that the LOI is non-binding except for specific provisions

8. Binding Provisions: Identification of which provisions are binding (typically confidentiality, exclusivity, and governing law)

9. Signatures: Execution block for authorized representatives of both parties

Optional Sections

1. Due Diligence: Include when significant IP due diligence is required before definitive agreement

2. Exclusivity Period: Include when parties agree not to negotiate with others for a specified period

3. Deposit/Initial Payment: Include when an initial payment or deposit is required to proceed with negotiations

4. Conditions Precedent: Include when certain conditions must be met before proceeding to definitive agreement

5. Expenses: Include when there's a need to specify how preliminary expenses will be handled

6. Break Fee: Include when parties want to specify consequences of not proceeding with definitive agreement

Suggested Schedules

1. Schedule A - IP Description: Detailed description of the intellectual property, including registration numbers if applicable

2. Schedule B - Proposed Commercial Terms: Detailed outline of proposed financial terms and payment structure

3. Schedule C - Due Diligence Requirements: List of required due diligence items and documentation

4. Appendix 1 - Timeline: Detailed timeline for negotiation, due diligence, and completion of definitive agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions






























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Relevant Industries

Technology and Software

Pharmaceutical and Healthcare

Manufacturing and Industrial

Biotechnology

Media and Entertainment

Research and Development

Education and Academia

Telecommunications

Clean Technology

Consumer Products

Automotive

Aerospace and Defense

Relevant Teams

Legal

Intellectual Property

Research and Development

Business Development

Executive Leadership

Finance

Commercial Operations

Technology Transfer

Innovation

Corporate Strategy

Licensing Operations

Product Development

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Legal Officer

Intellectual Property Counsel

Legal Counsel

Patent Attorney

Licensing Manager

Business Development Director

Research and Development Director

Innovation Manager

Technology Transfer Officer

Commercial Director

Vice President of Strategy

Chief Financial Officer

Contract Manager

Intellectual Property Manager

General Counsel

Head of Research

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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