The Right of First Refusal License Agreement serves as a strategic legal instrument in Malaysian commercial transactions, providing a structured framework for both current licensing arrangements and future opportunities. This document is particularly valuable when a rights holder wishes to grant immediate license rights while also giving the licensee priority consideration for future licensing or acquisition opportunities. It is commonly used in technology transfers, intellectual property licensing, and commercial rights management, where the initial license might be expanded or modified in the future. The agreement must comply with Malaysian contract law, intellectual property regulations, and competition law requirements, making it essential to include specific provisions regarding exercise periods, notification procedures, and consideration mechanisms. This document type is particularly relevant in scenarios where parties anticipate potential market expansion, technology development, or business relationship evolution.
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1. Parties: Identification of the licensor and licensee, including full legal names and registration details
2. Background: Context of the agreement, description of the licensed property/rights, and the business relationship
3. Definitions: Definitions of key terms used throughout the agreement, including 'Right of First Refusal', 'Licensed Property', and 'Trigger Event'
4. Grant of License: Details of the license being granted, including scope, territory, and any restrictions
5. Right of First Refusal: Core ROFR provisions, including trigger events, notification requirements, and exercise procedures
6. Exercise Period: Timeframe and process for exercising the right of first refusal
7. Consideration: Financial terms, including license fees and any consideration for the ROFR
8. Term and Termination: Duration of the agreement and circumstances for termination
9. Confidentiality: Provisions for protecting confidential information exchanged during the agreement
10. Representations and Warranties: Standard warranties regarding authority, ownership, and capacity to enter agreement
11. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
1. Sub-licensing Rights: Include when licensee may be granted rights to sub-license
2. Quality Control: Include for agreements involving branded products or services requiring quality standards
3. Improvement Rights: Include when dealing with technology that may be improved during the license term
4. Export Controls: Include when licensed property may be subject to export restrictions
5. Insurance: Include when specific insurance coverage is required for the licensed activities
6. Competition Compliance: Include when the ROFR might have competition law implications
7. Force Majeure: Include when parties want specific provisions for unforeseen circumstances
1. Schedule 1 - Licensed Property: Detailed description of the property/rights subject to the license and ROFR
2. Schedule 2 - License Fee Structure: Detailed breakdown of all applicable fees and payment terms
3. Schedule 3 - ROFR Exercise Procedure: Step-by-step procedure for exercising the ROFR, including notice requirements and timelines
4. Schedule 4 - Territory Definition: Detailed description of the geographic territory covered by the license and ROFR
5. Appendix A - Notice Forms: Template forms for various notices required under the agreement
6. Appendix B - Technical Specifications: Technical details of licensed property, if applicable
Relevant legal definitions
Clauses
Relevant Industries
Technology
Software Development
Manufacturing
Pharmaceuticals
Biotechnology
Media and Entertainment
Telecommunications
Research and Development
Consumer Products
Industrial Products
Healthcare
Energy
Automotive
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Compliance
Strategy
Innovation
Technology Transfer
Corporate Development
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Commercial Director
Chief Technology Officer
Contract Manager
Compliance Officer
Innovation Manager
Research Director
Strategy Director
Chief Legal Officer
Chief Commercial Officer
Technology Transfer Manager
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