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Click here to find out moreIn M&A transactions, the results of a legal due diligence investigation can significantly impact the terms of the transaction and in some cases, whether the deal even moves forward. Proper intellectual property due diligence investigation may lead to the restructuring of a deal, change in the purchase price, reaching out to third parties or walking away from the deal. However, in many deals, the intellectual property assets are the only material assets or represent the key assets driving the deal, and unfortunately, all too often the documentation supporting a target's intellectual property assets (or lack thereof) are overlooked or not reviewed, because of the erroneous assumption that a target company outright owns all key intellectual property, and that such intellectual property will transfer automatically upon the close of the deal, or that any defects that may exist with respect to the intellectual property can be cured with standard representations, warranties and indemnities. In such cases, the perceived value of the transaction, the operation of the target or the business going forward and/or various post-closing rights of both the buyer and seller can be adversely affected. Join Aaron Tantleff, Chris Rasmussen and Steven Cade of Foley & Lardner LLP, as they discuss: • how to review the deal terms and structure in order to properly identify key intellectual property assets; • how to review the seller's intellectual property, including any licenses and contracts; • how to assess and analyze potential pending or threatened infringement claims; • limitations on buyer's rights to fully exploit the intellectual property; and • other considerations when drafting a due diligence memorandum, purchase agreement or related transaction documents.
