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Structuring IP Provisions in Asset Purchase Agreements
Every business uses some form of IP. When a party seeks to purchase a business or some assets of the business, the buyer will need to acquire the IP used along with other types of assets. IP counsel is called on for the negotiations and drafting of the IP related documents.
Buyers need to examine the level to which the company owns or has the right to use the IP necessary to the company's current and anticipated business. Uncertainties regarding the ownership of or right to use IP are not uncommon. Further, if the IP was jointly developed with another party, there may be restrictions on the ability to transfer the IP or require that ownership of the IP be shared with the third party.
The company's representations and warranties as to its IP ownership are among the most significant. While the buyer needs assurances that the company owns the IP it purports to own, the selling company wants to avoid making reps and warranties for the time after the closing.
Counsel must weigh the IP considerations in asset purchase transactions and carefully structure the IP provision in the purchase agreements to avoid potential liability and delaying the deal.
Listen as our authoritative panel of IP attorneys addresses key IP considerations in asset purchase transactions. The panel will offer guidance on negotiating and drafting the IP aspects of asset purchase agreements, including reps and warranties and ancillary agreements.
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