Patent and Technology Licensing

The question

You own a patent, a body of know-how or a piece of software and a partner wants to use it. Or you need someone else's technology to bring your product to market. The questions come quickly: how much do we hand over, to whom, for which field and territory, at what price, and who owns the improvements that follow?

A technology licence is also where commercial ambition meets competition law. Terms that look sensible between two businesses, such as non-compete clauses or restrictions on selling to certain customers, can be unenforceable or even prohibited under EU competition law.

Typical situations are a university spin-out licensing its first patent family, a manufacturer that needs a competitor's or a supplier's patented technology, a software company licensing its code and know-how to an integrator, and a group moving technology between subsidiaries in different countries.

Our approach

We begin by being precise about the asset. Patents are defined by their claims and a register. Know-how is unregistered and has to be described and documented so that it can be transferred and protected. Software is protected by copyright and often by trade-secret law in its source code. A single deal often covers all three, as we explain in technology transfer agreements.

We then structure the licence around the terms that decide its value, set out in licensing agreements: field of use, territory, exclusivity and sublicensing; royalty base, minimums and audit rights; ownership of improvements and grant-backs; confidentiality; term, termination and survival. For European patents, we also keep an eye on how the licence interacts with the unitary patent and the Unified Patent Court. Under Article 47 of the UPC Agreement, an exclusive licensee can act against infringers unless the licence says otherwise, provided the patentee is notified first, so the licence should say who enforces.

Competition law is part of the draft, not an afterthought. The Technology Transfer Block Exemption Regulation (TTBER) gives a safe harbour to licences that stay within its conditions, and it contains hardcore restrictions that cannot be agreed, such as price fixing between competitors. The Commission adopted a revised TTBER in April 2026, in force from 1 May 2026, replacing the 2014 regulation, and we check existing licences against the new text. Where the licence also involves distribution, the Vertical Block Exemption Regulation (EU) 2022/720 may apply too.

On the drafting side, our Document Studio builds the agreement from our house style and a catalogue of contract types, including IP assignments. If the other side sends its own licence, the contract review tools we use compare it with our playbook and flag issues clause by clause with suggested redlines. A lawyer reviews every draft and every review before it reaches you.

A typical case: a Leuven medtech company is offered a licence to a third party's patent for a sensor. Our patent attorneys check the claims and the territories, we review the proposed licence against our playbook, and we flag a grant-back clause and a no-challenge clause for discussion. You then see which points are standard and which deserve a counter-proposal.

Before drafting, we agree with you on a short term sheet: what is licensed, for which field and territory, whether the licence is exclusive, how the royalty works and who pays for maintaining and enforcing the patents. Working from a term sheet keeps the first draft close to the commercial deal and makes the negotiation shorter.

What you get

• a patent, know-how or software licence, or an IP assignment, drafted for your side;
• a review of a counterparty draft, with issues ranked by risk and proposed redlines;
• a competition-law check of the restrictive terms;
• advice on assignment versus licence and on how the royalty is built;
• where needed, a freedom-to-operate view from our patent attorneys before you commit.

The attorney decides how the royalty and the improvements are structured, whether the competition-law position needs a deeper analysis, and what is proposed to the other side. Drafting and review support this work but do not replace it.

Next step

Tell us which technology is involved and what the other party has proposed. We will outline the structure and the points to negotiate.

Schedule a meeting or contact us.