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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: Key terms used throughout the agreement
4. Grant of Option: Terms of the option grant, including exclusivity and scope
5. Option Period: Duration of the option and any extension provisions
6. Option Exercise: Process and requirements for exercising the option
7. Option Fee: Financial terms for the option, including any milestone payments
8. Future License Terms: Key terms of the license that will be granted upon option exercise
9. Representations and Warranties: Standard warranties regarding ownership, authority, and non-infringement
10. Confidentiality: Protection of confidential information exchanged during the option period
11. Term and Termination: Duration of the agreement and termination rights
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 parties have ongoing development responsibilities during the option period
3. Right of First Refusal: Include when the optionee is granted additional rights to match third-party offers
4. Regulatory Compliance: Include for regulated industries or technologies
5. Insurance: Include when specific insurance requirements are needed during the option period
6. Competition Restrictions: Include when there are non-compete or territorial restrictions
7. Tax Provisions: Include when there are specific tax implications requiring detailed treatment
1. Schedule A - Description of Intellectual Property: Detailed description of the IP subject to the option
2. Schedule B - Option Exercise Notice: Form of notice to be used when exercising the option
3. Schedule C - Form of License Agreement: Draft of the license agreement to be entered into upon option exercise
4. Schedule D - Option Fee Schedule: Detailed breakdown of option fees and payment terms
5. Schedule E - Due Diligence Requirements: List of materials and information to be provided for due diligence
6. Appendix 1 - Technical Specifications: Technical details of the intellectual property or technology
7. Appendix 2 - Patent List: Comprehensive list of patents and patent applications covered by the option
Confidential Information
Defined Territory
Due Diligence Period
Effective Date
Exercise Notice
Exercise Period
Field of Use
Future License Agreement
Intellectual Property Rights
Know-How
License
Licensed Products
Licensed Technology
Option
Option Exercise Date
Option Fee
Option Period
Optioned Rights
Optionee
Optionor
Patents
Permitted Purpose
Related Rights
Technical Information
Technology
Term
Third Party
Trade Secrets
Trademarks
Working Day
Grant of Option
Option Period
Option Exercise
Option Fee
Due Diligence
Future License Terms
Confidentiality
Representations and Warranties
Intellectual Property Rights
Non-Competition
Assignment
Term and Termination
Force Majeure
Governing Law
Dispute Resolution
Notices
Entire Agreement
Amendment
Severability
Third Party Rights
Further Assurance
Costs
Counterparts
Data Protection
Anti-Corruption
Compliance with Laws
Insurance
Indemnification
Tax
Technology
Biotechnology
Pharmaceuticals
Software Development
Manufacturing
Research & Development
Healthcare
Chemical Industry
Medical Devices
Clean Technology
Telecommunications
Consumer Electronics
Academic Research
Industrial Engineering
Legal
Intellectual Property
Research & Development
Business Development
Technology Transfer
Innovation
Corporate Development
Commercial
Patents
Licensing
Scientific Affairs
Regulatory Affairs
Chief Technology Officer
Intellectual Property Counsel
Legal Counsel
Technology Transfer Manager
Business Development Director
Research Director
Innovation Manager
Licensing Manager
Patent Attorney
Commercial Director
Head of R&D
Chief Scientific Officer
Corporate Development Manager
General Counsel
IP Portfolio Manager
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