This Note highlights key intellectual property (IP) considerations in stock purchase and merger transactions. It discusses legal due diligence of the target company’s IP and drafting and negotiating IP aspects of stock purchase and merger agreements (including representations and warranties) and ancillary agreements. It also addresses certain information technology (IT) considerations.

In most stock purchase and merger transactions, legal issues involving intellectual property (IP) are handled by IP counsel separately, but concurrently, with the negotiation of other transaction issues.

This Note discusses:

- Due diligence of the target company’s IP assets, including issues commonly identified during the buyer’s due diligence review.

- Key aspects of drafting and negotiating the IP aspects of stock purchase and merger agreements, including representations and warranties, covenants and ancillary agreements....