This Note highlights key intellectual property (IP) considerations in asset purchase transactions involving all or substantially all of the seller’s assets or a division or line of business. It discusses legal due diligence of IP assets that are included in the purchased assets and drafting and negotiating IP aspects of asset purchase agreements (including representations and warranties) and ancillary agreements. It also addresses certain information technology (IT) considerations, including the seller’s proprietary and licensed software, and its software licenses and IT agreements with other parties.
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