License Option Agreement Template for Belgium

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Key Requirements PROMPT example:

License Option Agreement

"I need a License Option Agreement for my biotech company to grant a pharmaceutical company a 6-month option to license our new drug delivery technology, with the option period starting March 1, 2025, including provisions for conducting due diligence and protecting our confidential information."

Document background
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.
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 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

Optional Sections

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

Suggested Schedules

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

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 legal definitions
Clauses
Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Software Development

Manufacturing

Research & Development

Healthcare

Industrial Engineering

Telecommunications

Consumer Electronics

Clean Technology

Media & Entertainment

Relevant Teams

Legal

Intellectual Property

Business Development

Research & Development

Commercial

Technology Transfer

Executive Leadership

Innovation

Procurement

Technical Operations

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Business Development Manager

Chief Technology Officer

Research Director

Commercial Director

Patent Attorney

Contract Manager

Chief Legal Officer

Innovation Manager

Technology Transfer Officer

Chief Executive Officer

Head of Research and Development

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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