Structuring IP Provisions in Asset Purchase Agreements
Negotiating Scope of IP Assets, Representations and Warranties, Pre-Closing Covenants, and Ancillary IP Agreements
Recording of a 90-minute premium CLE video webinar with Q&A
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.
Outline
- Key IP considerations in asset purchase transactions
- Implications of transaction structure on IP assets and liabilities
- Due diligence
- IP disputes and office actions
- Pending applications, registrations
- Security interests
- Negotiating and drafting IP aspects of asset purchase agreements
- Reps and warranties
- Implied warranties of non-infringement
- Assignments and licenses
- Pre-closing covenants
- 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
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
Mr. Simon’s practice focuses primarily on the representation of technology-intensive companies in all aspects of intellectual property, corporate and other commercial transactions, and data protection and cybersecurity matters. His practice covers a broad spectrum of technologies, including software, fintech, pharmaceutical, biotechnology, medical devices, semiconductor and telecommunications.
Close
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
Dr. Underwood draws on his in-depth experience establishing U.S. and international IP rights and identifying and evaluating third-party IP risks to help his clients achieve their business objectives. His clients range from startups to mature multinationals, nonprofits, and universities, as well as venture capital and private equity investors. Dr. Underwood focuses his practice on the life sciences and chemical industries. His experience with pre-litigation planning and contentious litigation matters, including patent interferences and oppositions, allows him to support clients in strategic counseling, patent portfolio development and management, and patent prosecution. He also guides clients through transactions and agreements that involve IP rights, including joint development agreements, sponsored research agreements, licenses, and corporate transactions.
Close