A change of control clause is a common provision in license agreements that outlines how the agreement will be affected if the ownership or control of one or both parties changes. This provision is particularly important in mergers and acquisitions, where a company`s ownership may shift dramatically.

In a license agreement, a change of control clause typically defines a change in control as any event that results in a new owner or controlling entity of one of the parties involved. This could include a merger, acquisition, or sale of assets. The clause also outlines the steps that must be taken in the event of a change of control, such as obtaining written consent from the other party.

One of the main purposes of a change of control clause is to ensure that both parties are on the same page regarding the continued validity and enforceability of the license agreement. The clause may require the new owner or controlling entity to assume all obligations under the agreement, or it may allow for termination or renegotiation of the agreement if the other party does not agree to the transfer of ownership.

Another consideration when drafting a change of control clause is the impact on intellectual property rights. License agreements often involve the use of trademarks, patents, and other proprietary technology, so it is important to address how these rights will be affected by a change in ownership or control.

Overall, a well-crafted change of control clause can help protect the interests of both parties in a license agreement. By anticipating possible changes in ownership or control and outlining clear procedures for handling these events, the clause can help ensure that the agreement remains valid and enforceable even in the face of major corporate changes.