The Right of First Refusal License Agreement is a sophisticated legal instrument used when an IP owner wants to license their intellectual property while maintaining strategic control over future licensing or rights expansion. This document type is particularly valuable in scenarios where emerging technologies or market developments might increase the value or scope of the licensed rights. Under United States jurisdiction, it combines elements of traditional licensing with ROFR provisions, providing the licensee with both current usage rights and priority position for future opportunities. The agreement typically includes detailed mechanisms for valuation, notice requirements, and exercise procedures, while ensuring compliance with federal IP laws and state-specific contract requirements. It's commonly used in technology transfers, research commercialization, and strategic business partnerships where future market developments might necessitate rights expansion.
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1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and overview of the licensed rights
3. Definitions: Defined terms used throughout the agreement, including specific technical or legal terms
4. Grant of License: Scope of the license granted, including any territorial or field-of-use limitations
5. Right of First Refusal: Core ROFR provisions, including trigger events, notification requirements, and exercise process
6. Exercise Period and Process: Timeframes and procedures for exercising the ROFR, including pricing mechanisms
7. Payment Terms: Financial terms, including license fees, royalties, and payment schedules
8. Representations and Warranties: Standard warranties regarding ownership, authority to license, and non-infringement
9. Term and Termination: Duration of the agreement and circumstances allowing termination
10. Confidentiality: Protection of confidential information exchanged under the agreement
11. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Quality Control: Required for trademark licenses to maintain quality standards of licensed products
2. Improvement Rights: Provisions regarding rights to improvements or modifications of licensed technology
3. Regulatory Compliance: Needed for regulated industries or products requiring specific compliance measures
4. Source Code Escrow: For software licenses, establishing escrow arrangements for source code
5. Export Control: Required when licensed rights involve international transfer of technology
6. Sublicensing Rights: Include when sublicensing is permitted under specific conditions
7. Performance Obligations: Specific requirements for commercialization or development of licensed rights
8. Change of Control: Special provisions triggered by change in ownership of either party
1. Schedule A - Licensed Rights: Detailed description of intellectual property covered by the license
2. Schedule B - Territory: Detailed description of geographic territories where rights may be exercised
3. Schedule C - Royalty Calculations: Detailed methodology for calculating royalties or other payments
4. Schedule D - ROFR Procedures: Step-by-step procedures for ROFR notices and exercise
5. Schedule E - Technical Specifications: Technical details of licensed technology or products
6. Appendix 1 - Form of ROFR Notice: Template for formal notification of ROFR trigger events
7. Appendix 2 - Form of Exercise Notice: Template for exercising ROFR rights
8. Appendix 3 - Competitor List: If applicable, list of competitors excluded from receiving licenses
Relevant legal definitions
Agreement
Affiliate
Authorized User
Business Day
Confidential Information
Competitor
Effective Date
Exercise Notice
Exercise Period
Fair Market Value
Field of Use
Grant Notice
Improvements
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Rights
Licensed Technology
License Fee
Net Sales
Notice Period
Offer Terms
Patents
Proposed Transaction
Qualified Offer
Renewal Term
ROFR Notice
ROFR Period
Royalties
Subsidiary
Technical Information
Territory
Third Party
Third Party Offer
Trade Secrets
Trigger Event
Valid Claim
Background IP
Derivative Works
Documentation
Implementation Period
Know-How
Material Breach
Minimum Performance Requirements
Related Rights
Technology Transfer
Use Rights
Valuation Method
Affiliate
Authorized User
Business Day
Confidential Information
Competitor
Effective Date
Exercise Notice
Exercise Period
Fair Market Value
Field of Use
Grant Notice
Improvements
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Rights
Licensed Technology
License Fee
Net Sales
Notice Period
Offer Terms
Patents
Proposed Transaction
Qualified Offer
Renewal Term
ROFR Notice
ROFR Period
Royalties
Subsidiary
Technical Information
Territory
Third Party
Third Party Offer
Trade Secrets
Trigger Event
Valid Claim
Background IP
Derivative Works
Documentation
Implementation Period
Know-How
Material Breach
Minimum Performance Requirements
Related Rights
Technology Transfer
Use Rights
Valuation Method
Clauses
Grant of License
Right of First Refusal
Payment Terms
Confidentiality
Intellectual Property Rights
Representations and Warranties
Term and Termination
Notice Requirements
Assignment
Force Majeure
Governing Law
Dispute Resolution
Indemnification
Insurance
Quality Control
Record Keeping
Audit Rights
Territory Restrictions
Performance Obligations
Technical Support
Regulatory Compliance
Export Control
Non-Competition
Sublicensing
Change of Control
Improvement Rights
Third Party Rights
Remedies
Integration
Severability
Right of First Refusal
Payment Terms
Confidentiality
Intellectual Property Rights
Representations and Warranties
Term and Termination
Notice Requirements
Assignment
Force Majeure
Governing Law
Dispute Resolution
Indemnification
Insurance
Quality Control
Record Keeping
Audit Rights
Territory Restrictions
Performance Obligations
Technical Support
Regulatory Compliance
Export Control
Non-Competition
Sublicensing
Change of Control
Improvement Rights
Third Party Rights
Remedies
Integration
Severability
Relevant Industries
Technology & Software
Biotechnology
Pharmaceuticals
Manufacturing
Media & Entertainment
Telecommunications
Research & Development
Healthcare
Automotive
Consumer Electronics
Energy & Utilities
Aerospace & Defense
Relevant Teams
Legal
Intellectual Property
Business Development
Research & Development
Corporate Strategy
Technology Transfer
Commercial Operations
Mergers & Acquisitions
Innovation
Compliance
Executive Leadership
Relevant Roles
Chief Technology Officer
Chief Legal Officer
Intellectual Property Counsel
Licensing Manager
Business Development Director
Patent Attorney
Technology Transfer Officer
General Counsel
Innovation Director
Research & Development Director
Commercial Director
Strategic Partnerships Manager
IP Portfolio Manager
Chief Executive Officer
Vice President of Legal Affairs
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