License Option Agreement Template for United States

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Key Requirements PROMPT example:

License Option Agreement

"I need a License Option Agreement for a biotech patent portfolio, with an 18-month option period starting January 2025, including detailed due diligence provisions and potential sublicensing rights for Asia-Pacific markets."

Document background
The License Option Agreement serves as a crucial intermediate step in intellectual property transactions under United States law, providing potential licensees with the opportunity to evaluate and secure rights to intellectual property before committing to a full license. This document type is particularly valuable when parties need time for due diligence, technology evaluation, or market assessment before entering into a full license agreement. The agreement typically specifies the option fee, duration, exercise conditions, and key terms of the potential future license. Common use cases include technology transfer from research institutions, software licensing, patent commercialization, and pharmaceutical development agreements. The License Option Agreement must comply with federal intellectual property laws, state contract laws, and industry-specific regulations, while addressing potential antitrust concerns for exclusive arrangements.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including full legal names and addresses

2. Background: Context of the agreement, including description of the intellectual property and parties' intentions

3. Definitions: Defined terms used throughout the agreement

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

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

6. Option Fee: Payment terms for the option, including amount and payment schedule

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

8. License Terms: Key terms of the license that will take effect upon option exercise

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

10. Representations and Warranties: Statements of fact and promises by both parties

11. Term and Termination: Duration of the agreement and circumstances for early termination

12. General Provisions: Standard legal provisions including governing law, notices, and assignment

Optional Sections

1. Due Diligence: Rights and process for conducting due diligence during the option period

2. Development Obligations: Include when the option period involves continued development of the technology

3. Regulatory Compliance: Include for regulated industries or technologies

4. Sub-licensing Rights: Include when sub-licensing may be permitted under the future license

5. Insurance: Include when specific insurance coverage is required during the option period

6. Source Code Escrow: Include for software-related options where source code access may be required

7. Performance Milestones: Include when the option or license is contingent on achieving specific milestones

8. Export Control: Include for technologies subject to export control regulations

Suggested Schedules

1. Schedule A - Licensed IP: Detailed description of the intellectual property covered by the option

2. Schedule B - Option Fee Schedule: Detailed breakdown of option fees and payment terms

3. Schedule C - Form of License Agreement: Draft of the full license agreement to be executed upon option exercise

4. Schedule D - Technical Specifications: Technical details of the technology or IP being optioned

5. Schedule E - Due Diligence Requirements: List of materials and information to be provided for due diligence

6. Appendix 1 - Milestone Requirements: Detailed description of any performance or development milestones

7. Appendix 2 - Royalty Calculations: Methodology for calculating royalties under the future license

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

Biotechnology

Pharmaceuticals

Software Development

Healthcare

Manufacturing

Telecommunications

Research & Development

Energy

Electronics

Consumer Products

Media & Entertainment

Automotive

Aerospace

Chemical Industry

Relevant Teams

Legal

Intellectual Property

Business Development

Research & Development

Technology Transfer

Innovation

Corporate Strategy

Commercial

Licensing

Patents

Product Development

Executive Leadership

Regulatory Affairs

Relevant Roles

Chief Legal Officer

Intellectual Property Counsel

Licensing Manager

Business Development Director

Technology Transfer Officer

Research Director

Chief Technology Officer

Innovation Manager

Patent Attorney

Commercial Counsel

Contract Manager

Vice President of Strategy

Head of Research & Development

Chief Executive Officer

General Counsel

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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