Assignment in a Change of Control

Posted on May 12, 2013 by admin| Leave a comment

Inspired by an article written by my partner Mike Kennedy, I asked my daughter Maya to help me explain when consent for assignment of an agreement is needed in a merger or other change of control.

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Posted in Licensing Provisions, TechTransaction

Collaborative Development Financings*

Posted on April 24, 2013 by admin| 1 Comment


* “A Better Prescription for Drug Development Financing,” by Mark Kessel & Frederick Frank, Nature Biotechnology, Vol. 25:8 (August 2007). Click [Here] to purchase a copy.

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Posted in Licensing Provisions, TechTransaction

Handling IP Assets in an M&A Transaction

Posted on March 15, 2013 by admin| 1 Comment

Back by popular demand, I have once again recruited my 13 year old daughter Maya to help me illustrate how to handle IP assets in a typical carveout M&A transaction.

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Posted in Intellectual Property, TechTransaction

Drafting IP Reps and Warranties

Posted on March 1, 2013 by admin| Leave a comment

Whenever I get involved in an M&A transaction involving intellectual property, the first place I start is in the definitions to make sure there are no “gaps” or circularity. The process reminds me of carefully descending into a spiral staircase.

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Posted in Corporate, TechTransaction

Market for IP and Tech Transaction Lawyers is Heating Up

Posted on November 5, 2012 by admin| Leave a comment

“Before I joined Shearman & Sterling‘s M&A practice, I used to think the tech transactions partner was like a football team’s long snapper, who just comes in for one or two plays. Now I realize how critical that role is, especially for technology deals.” See The Recorder, October 2012.

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Posted in Intellectual Property, TechTransaction

Life Science Collaboration Agreements

Posted on October 1, 2012 by admin| 1 Comment

Here is my nuts and bolts of a Life Sciences Collaboration Agreement.

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Posted in Licensing Provisions, TechTransaction

IP Ownership in Joint Development

Posted on September 15, 2012 by admin| 2 Comments

After watching Sal Khan and the Khan Academy, it left me feeling envious of his abilities and talent, but also inspired to try and emulate his video concept.  With the help of my 12 year old daughter Maya, I have made a video which explains IP ownership in a joint development agreement on 1 page in about 100 seconds:

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Posted in Intellectual Property, TechTransaction

What is a Technology Transaction?

Posted on September 1, 2012 by admin| Leave a comment

With the help of a new tool called Prezi – and  a couple of New Yorker cartoons – I have now graduated from “one page” to a “single canvas.”   Click on the “play” button to navigate around the canvas and use “full screen mode” for best viewing.

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Posted in Licensing Provisions, TechTransaction

License Animation Project

Posted on July 1, 2012 by admin| 1 Comment

Inspired by Caltech’s Mechanical Universe Project, I made a short video comparing the typical grant language of a software license, a biotech license and a patent license, all in about 60 seconds.

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Posted in Licensing Provisions, TechTransaction

Reseller vs. License Agreement

Posted on April 1, 2012 by admin| 3 Comments

Back by popular demand, I asked my 12-year old daughter to help me illustrate the difference between a Reseller and a License Agreement. Claude Debussy’s “Children’s Corner” made the perfect background music.

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Posted in Licensing Provisions, TechTransaction