1. Immigration Law 1 © 2007, Tydings & Rosenberg LLP When There's an "I" and a "P" in "M&A" A. Lee Lundy, Jr. September 19, 2007

2. Topics To Be Covered Patents Trade Secrets Trademarks Copyrights

3. General Process Participants Documents

4. Patents Ownership Strength Challenges Markets

5. Ownership Issued Assignments Security Interests

6. Strength Other patents/workarounds Searches done Remaining life Product marking

7. Challenges Settlements Cross licensing Covenants not to sue

8. Markets Renewal Fees paid Patent “worked” where required Watch for other filings

9. Target as Licensee Other known licenses Exclusivity Economics Rights if licensor in financial trouble All of the above (ownership, strength, challenges, coverage)

10. Target as Licensor Right to terminate if insufficient exploitation Economics/right to audit Inappropriate overlaps of licenses Potential forced licensing Non-economic (academic) licenses

11. Infringement of other patents Policing Opinions

12. Trademark - Obtaining Ownership Strength Classes Markets

13. Trademarks - Maintenance Watch service Incontestability Abandonment Monitoring licensees Infringers Usage

14. Trade Secrets Patentability review Infringement review

15. Trade Secrets of Others Debriefing/assigning of new employees Purging files of acquiree information Isolate buyer reviewers from buyer users Post-transaction retention of employees

16. Trade Secrets - Maintenance Designation for secret materials Confidentiality agreements NDAs Non-compete agreements Physical, technical and administrative security Personnel turnover Publication/trade show restrictions

17. Other IP Copyright Domain names

18. Copyrights Work for hire/consultant agreements Fees/renewals Infringement/copying of others Moral rights issues Software on computers

19. Domain names Ownership Confusion Fees

20. 20 Questions?