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Structuring IP Provisions in Asset Purchase Agreements

Negotiating Scope of IP Assets, Representations and Warranties, Pre-Closing Covenants, and Ancillary IP Agreements

A live 90-minute premium CLE video webinar with interactive Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Wednesday, October 16, 2024 (Today)

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

or call 1-800-926-7926

This CLE course will provide guidance for counsel involved in negotiating and drafting intellectual property (IP) aspects of asset purchase agreements, including reps and warranties and ancillary agreements. The panel will also address key IP considerations in asset purchase transactions.

Description

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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Outline

  1. Key IP considerations in asset purchase transactions
    1. Implications of transaction structure on IP assets and liabilities
    2. Due diligence
    3. IP disputes and office actions
    4. Pending applications, registrations
    5. Security interests
  2. Negotiating and drafting IP aspects of asset purchase agreements
    1. Reps and warranties
    2. Implied warranties of non-infringement
    3. Assignments and licenses
    4. Pre-closing covenants
    5. Ancillary IP agreements

Benefits

The panel will review these and other key issues:

  • What are the key IP factors for counsel to consider in an asset purchase transaction?
  • What are the best approaches for counsel to identify the IP assets and ensure ownership?
  • What key provisions should be included when drafting IP aspects of asset purchase agreements?

Faculty

Simon, Spencer
Spencer F. Simon

Partner
Willkie Farr & Gallagher

Mr. Simon’s practice focuses primarily on the representation of technology-intensive companies in all aspects of...  |  Read More

Underwood, Robert
Dr. Robert H. (Bob) Underwood

Partner
Hogan Lovells

Dr. Underwood draws on his in-depth experience establishing U.S. and international IP rights and identifying and...  |  Read More

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You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

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