When the purpose and value of an acquisition or other strategic transaction is being driven in large part by the acquisition of intellectual property assets, an information gap often exists between the business people and deal lawyers (on the one hand) and the technical personnel and IP lawyers (on the other hand) who are tasked with getting the deal done. In such deals, the business folks often have little knowledge of, and are inattentive to, the numerous details and factors that may undermine the value of IP assets, and the deal lawyers and business people often “punt” to the IP lawyers when it comes to intellectual property matters. On the other hand, the technical personnel and IP lawyers are often unaware of the business and value assumptions that drive the deal valuation. As a result, an information void often exists between the two groups, and the following are some examples of the types of information and considerations that sometimes fall into the void. In-house counsel and their outside advisors are well advised to make sure that these questions and issues are openly considered and discussed between these two groups.
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