License Option Template for Belgium

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Key Requirements PROMPT example:

License Option

"I need a License Option Agreement under Belgian law for a novel pharmaceutical compound, with an option period until June 2025 and including provisions for milestone payments during development phases and regulatory approval requirements."

Document background
The License Option Agreement is a crucial document used when parties need a formal arrangement to explore a potential licensing relationship while maintaining legal certainty and protecting both parties' interests. It is particularly valuable in situations where due diligence is required before committing to a full license agreement, or when the licensed technology is still under development. Under Belgian law, this agreement must address specific requirements of the Belgian Civil Code and the Code of Economic Law, especially regarding intellectual property rights and contract formation. The document typically includes detailed provisions about the option period, exercise conditions, fees, and the fundamental terms of the potential license agreement. It serves as a bridge between initial interest and a full licensing commitment, providing structure and protection for both the IP owner and the potential licensee while ensuring compliance with Belgian and EU regulatory requirements.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement, including description of the intellectual property and business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of Option: Terms of the option grant, including exclusivity status and territory

5. Option Period: Duration of the option and any extension provisions

6. Option Fee: Financial terms for the option, including payment schedule and method

7. Exercise of Option: Process and requirements for exercising the option

8. Proposed License Terms: Key terms of the license that will be granted if the option is exercised

9. Confidentiality: Obligations regarding confidential information exchanged during the option period

10. Representations and Warranties: Standard representations about authority to contract and IP ownership

11. Termination: Circumstances under which the option agreement may be terminated

12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments

Optional Sections

1. Due Diligence Rights: Rights to conduct due diligence on the IP - include when the licensed IP is complex or high-value

2. Development Obligations: Any continuing development obligations during the option period - include for technology still under development

3. Right of First Refusal: Rights regarding other potential licensees - include when exclusivity is a key consideration

4. Milestone Payments: Additional payments tied to achievements - include for phased developments

5. Security Provisions: Provisions for securing the option or future license - include for high-value deals

6. Competition Law Compliance: Specific provisions ensuring compliance with EU/Belgian competition law - include for market-sensitive licenses

Suggested Schedules

1. Schedule 1 - Licensed IP: Detailed description of the intellectual property subject to the option

2. Schedule 2 - Form of License Agreement: Draft or terms sheet of the license agreement to be entered into upon exercise

3. Schedule 3 - Option Exercise Notice: Template form for exercising the option

4. Schedule 4 - Due Diligence Information: List of due diligence materials to be provided (if applicable)

5. Schedule 5 - Payment Terms: Detailed payment schedules and calculations

6. Appendix A - Technical Specifications: Technical details of the licensed technology or IP

Authors

Alex Denne

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

Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Software Development

Manufacturing

Research & Development

Healthcare

Telecommunications

Energy

Consumer Electronics

Academic & Research

Industrial Technology

Relevant Teams

Legal

Intellectual Property

Business Development

Research & Development

Technology Transfer

Innovation

Commercial

Licensing

Patents

Corporate Development

Relevant Roles

Legal Counsel

Intellectual Property Manager

Business Development Director

Technology Transfer Officer

Licensing Manager

Research Director

Chief Technology Officer

Innovation Manager

Contract Manager

Patent Attorney

General Counsel

Commercial Director

IP Strategist

R&D Manager

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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