Intellectual Property Transactions

Intellectual Property Transactions

Intellectual property and intangible assets form the basis of most corporate wealth in the industrialized world and a growing portion of the wealth in developing nations.  As one of the most significant assets of a company, intellectual property plays a critical role in commercial transactions and Ladas & Parry is a pioneer in the commercialization, exploitation, securitization, and licensing of these rights.  Our award winning Mergers, Acquisitions & Licensing Group provides global expertise in commercial transactions involving domestic and international patent, trademark, copyright, domain name, technology, and other intellectual property rights.  Our attorneys have acted as intellectual property counsel on different sides of transactions for major corporations, and for small and medium size enterprises, as well. We draw upon the experience of attorneys in our trademark, patent and copyright practice groups, as well as our deep relationships with counsel in foreign jurisdictions, to ensure that our clients’ rights and the value of their IP are maximized in each transaction we handle.

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+ Assignments, Mergers & Change of Name Recordals

Ladas & Parry is unique among intellectual property law firms in that we have a practice group specifically devoted to handling chain of title recordal programs throughout the world.  When intellectual property is transferred or a company merges or changes its name, it is critical to record such changes to protect the rights and validity of the intellectual property rights involved.  Ladas & Parry specializes in the in-house preparation and filing of multi-lingual documentation to record assignments, mergers and company name changes on a worldwide basis at national patent and trademark offices.  Unlike most intellectual property firms, Ladas & Parry has the unique ability to prepare documentation in-house conforming to the law and practice in every jurisdiction throughout the world, creating a streamlined and succinct process benefitting clients with global IP portfolios.

+ Mergers & Acquisitions

Ladas & Parry is frequently engaged as intellectual property counsel in commercial transactions such as mergers and acquisitions.   Intellectual property is often the driving force or primary target fueling many commercial transactions. Whether divesting IP rights or acquiring new assets, our transactional IP experts counsel and shepherd clients through the M&A process from the due diligence stage through contract drafting stages and closing and post-closing issues.

+ Licensing

Leveraging patents, trademarks and other IP is a critical component to extracting the most value from a company’s portfolio.   Ladas & Parry’s transactional experts routinely counsel clients with respect to drafting and negotiating all forms of intellectual property license agreements, including patent, technology, trademark and copyright licenses across a broad range of industries.   Furthermore, our experts possess the legal and technical skills and routinely counsel clients with respect to issues affecting new media rights, including drafting and negotiating content, data and software licenses, privacy policies and terms and conditions, online marketing and affiliate agreements and various other web-based transactions.

+ Due Diligence

Whether evaluating a company’s own portfolio or seeking to acquire or license new IP rights, comprehensive evaluation of target intellectual property is critical.  Ladas & Parry’s transaction team has the legal and technical expertise to audit all forms of intellectual property and routinely conducts IP due diligence on behalf of its clients for major acquisitions, divestitures and license agreements.   Our strategic counsel and expertise provides our clients with the flexibility to properly value target IP while at the same time mitigating risk attendant to any transaction.

+ Security Interests in Intellectual Property

Intellectual property has evolved in not just the protection of inventions, brands and other intangible assets, but as a dynamic and dominating factor in commercial transactions.  Lenders and other professionals in the investment community have come to recognize that a company’s intellectual property may be its most valuable asset.  Secured transactions are an ideal method in which to capture the true value of intellectual property rights.  Ladas & Parry’s transactional team has authored some of the leading articles and books on this subject.  From advising on the proper creation of security interests and carefully crafting Security Agreements to counseling clients on the worldwide perfection of security interests at patent and trademark offices worldwide, our team boasts some of the leading attorneys in this evolving and exciting area.

+ Collaboration Agreements & Strategic Alliances

As small companies and research organizations seek partners to leverage their technology, collaborative research, development and distribution arrangements are occurring with ever greater frequency.  Critical to these strategic alliances is the ability to share intellectual property.   Ladas & Parry’s transactional team is frequently engaged to counsel clients with respect to the proper licensing and protection of IP that is central to these arrangements.  From carefully crafting Collaboration Agreements to advising clients regarding confidentiality, trade secrets, know-how and critical commercial considerations germane to these arrangements, our lawyers possess the legal, technological and commercial expertise to guide our clients through these complex transactions.

+ Franchising & Distribution

Ladas & Parry has extensive experience advising clients in both domestic and international franchising and distribution agreements.  Our transactional team is frequently engaged to lead clients through the maze of federal and state franchising law surrounding disclosures, offering circulars and advertising requirements, to help our clients achieve their business goals, while ensuring protection of their intellectual property rights.

+ Joint Ventures

Joint ventures are a common way for entities to share resources and achieve goals larger than they would have individually; however, parties must carefully consider and negotiate joint venture agreements to avoid future conflict or anticipate other challenges.  Ladas & Parry assists clients in negotiating and structuring these agreements to address the rights and ownership of intellectual property owned by each company prior to the joint venture, as well as the rights and ownership of intellectual property created within the joint venture.

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+ Opinion Letters

Ladas & Parry’s expertise in the adoption, protection, enforcement, monetizing and valuation of intangible assets allows us to be a leader in providing legal opinion letters for multiple purposes, including for intellectual property transactions involving new business ventures, such as IP holding companies, IP acquisitions and divestitures, IP financings, IP licensing, and IP collateralization. Partners of our firm have served as expert witnesses in the U.S. and abroad in connection with the worldwide transfer and licensing of IP rights.