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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."
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
Authors
Option
Option Period
Option Fee
Exercise Notice
Exercise Date
Effective Date
Licensed IP
Licensed Patents
Licensed Know-How
Licensed Products
Licensed Technology
License Agreement
License Fee
License Terms
Intellectual Property Rights
Confidential Information
Due Diligence Period
Due Diligence Materials
Territory
Field of Use
Technical Information
Improvements
Working Day
Affiliate
Background IP
Commencement Date
Competent Authority
Development Plan
Exploitation
Force Majeure Event
Good Industry Practice
Implementation Date
Net Sales
Regulatory Approvals
Related Rights
Royalties
Sub-license
Technical Specifications
Term
Third Party
Grant of Option
Option Exercise
Option Fee
License Terms
Intellectual Property Rights
Due Diligence
Confidentiality
Warranties and Representations
Term and Termination
Assignment
Force Majeure
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Data Protection
Competition Law Compliance
Regulatory Compliance
Sub-licensing
Territory Restrictions
Payment Terms
Audit Rights
Insurance
Liability
Indemnification
Dispute Resolution
Further Assurance
Counterparts
Technology
Pharmaceuticals
Biotechnology
Software Development
Manufacturing
Research & Development
Healthcare
Industrial Engineering
Telecommunications
Consumer Electronics
Clean Technology
Media & Entertainment
Legal
Intellectual Property
Business Development
Research & Development
Commercial
Technology Transfer
Executive Leadership
Innovation
Procurement
Technical Operations
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
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