Drafting Sublicense Provisions in Intellectual Property Licenses
In its Contract Corner feature, Morgan Lewis highlights considerations for drafting sublicense provisions in the context of an intellectual property license.
“A sublicense in the context of an IP license is any agreement where the licensee grants a third party rights to any of the licensed IP,” the article explains. “This provision is often overly broad, but can be tailored to include standard exceptions (e.g., ordinary course agreements with End Users, distributors, etc.) in order to avoid an overly broad definition and to make sure that the royalty calculations are clear.”
Authors Emily R. Lowe and Morgan Oksana Dudkewitz discuss sublicensing approval, compensation, termination, flow down, document control, and licensor-imposed sublicensing.
