Performing Intellectual Property Due Diligence In Business Transactions

This course will address both the legal and practical considerations for conducting due diligence respecting intellectual property rights and assets (primarily trademarks, copyrights, patents, design rights, domains, and social media handles) for transactions, including asset purchases, M&A deals, catalog portfolio purchases, and secured transactions. Some of the topics to be covered include due diligence respecting the completeness and accuracy of scheduled IP assets (both US and foreign); confirming IP asset ownership and any ownership transfers (including work for hire agreements and IP assignments); searching applicable databases for registration, application and assignment information; perfecting/recording/releasing security interests; due diligence of material IP-related licenses and other inbound/outbound agreements; and reviewing and drafting contractual IP reps/warranties.

This program will benefit attorneys involved in business transactions requiring IP due diligence. 

 
Learning Objectives:

1. Identify and confirm key company IP assets that are material to a transaction, including some that may not be obvious to general corporate practitioners
2. Become aware of key points to focus on in conducting IP due diligence, including review of related licenses and material agreements, balanced against potential cost considerations
3. Discuss special issues when dealing with non-US IP rights, especially with respect to registered trademarks and issued patents to be assigned
4. Understand the perfection of security interests in intangible IP assets and the recordation and release of the same