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1. Parties: Identification and details of the parties entering into the agreement
2. Background: Context of the agreement, including description of the intellectual property and business relationship
3. Definitions: Defined terms used throughout the agreement
4. Grant of Option: Terms of the option, including duration and scope
5. Option Exercise: Process and requirements for exercising the option
6. Option Fee and Payment Terms: Financial terms for the option period
7. License Terms Upon Exercise: Core license terms that will apply if option is exercised
8. License Fee and Royalties: Financial terms for the license period after option exercise
9. Intellectual Property Rights: Ownership and protection of IP rights during option and license periods
10. Confidentiality: Protection of confidential information exchanged
11. Term and Termination: Duration of agreement and termination provisions
12. Representations and Warranties: Standard warranties about IP ownership, authority to contract, etc.
13. Liability and Indemnification: Risk allocation between parties
14. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Due Diligence Rights: Used when the optionee needs rights to evaluate the IP during the option period
2. Development Obligations: Include when parties have obligations to develop or improve the IP
3. Regulatory Compliance: Required for regulated industries or products
4. Sub-licensing Rights: Include when sub-licensing will be permitted under the license
5. Territory Restrictions: Used when license rights are geographically limited
6. Field of Use Restrictions: Include when license is limited to specific applications or industries
7. Quality Control: Necessary for trademark licenses or regulated products
8. Source Code Escrow: Include for software-related licenses
9. Performance Obligations: Used when minimum sales or development milestones are required
1. Schedule A - Licensed IP: Detailed description of the intellectual property covered by the option
2. Schedule B - Option Fee Schedule: Breakdown of option fees and payment timing
3. Schedule C - License Terms: Detailed license terms that will apply upon exercise of option
4. Schedule D - Royalty Calculations: Detailed methodology for calculating royalties
5. Schedule E - Technical Specifications: Technical details of the licensed technology or IP
6. Appendix 1 - Form of Option Exercise Notice: Template notice for exercising the option
7. Appendix 2 - Due Diligence Materials: List of materials to be provided for evaluation
8. Appendix 3 - Quality Control Standards: Required standards for licensed products or services
Affiliate
Background IP
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Exercise Notice
Exercise Period
Field of Use
Force Majeure Event
Improvements
Initial Term
Intellectual Property Rights
License
License Fee
Licensed Products
Licensed Technology
Net Sales
Option
Option Fee
Option Period
Patents
Patent Rights
Regulatory Approvals
Royalties
Subsidiary
Technical Information
Territory
Third Party
Trade Secrets
Trademarks
Valid Claim
Option Exercise
License Grant
Payment Terms
Intellectual Property Rights
Confidentiality
Representations and Warranties
Due Diligence
Term and Termination
Assignment
Force Majeure
Governing Law
Dispute Resolution
Liability
Indemnification
Insurance
Notice
Amendment
Severability
Entire Agreement
Further Assurance
Competition and Non-Compete
Quality Control
Regulatory Compliance
Sub-licensing
Performance Obligations
Audit Rights
Territory Restrictions
Field of Use Restrictions
Export Control
Survival
Technology
Pharmaceuticals
Biotechnology
Software Development
Manufacturing
Research & Development
Healthcare
Clean Technology
Telecommunications
Entertainment & Media
Consumer Products
Industrial Technology
Legal
Intellectual Property
Business Development
Research and Development
Technology Transfer
Innovation
Corporate Development
Commercial
Licensing
Patents
Legal Counsel
IP Manager
Business Development Director
Chief Technology Officer
Licensing Manager
Research Director
Commercial Director
Patent Attorney
Technology Transfer Officer
Innovation Manager
Chief Legal Officer
VP of Business Development
R&D Manager
Contracts Manager
IP Strategist
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