Licensing & Transactions
When technology changes hands, the IP is the deal.
Most transactions involving frontier technology turn on intellectual property: what is owned, what is licensed, what transfers, what survives the deal, and whether the paperwork holds up when it matters. We handle the IP side of these transactions for clients ranging from pre-seed founders to mature research organizations.
Licensing and joint development agreements
A technology license or joint development agreement either becomes the foundation of an enduring commercial relationship or becomes the foundation of years of dispute. The difference is usually located in a handful of provisions that look like boilerplate until the underlying relationship changes.
We draft and negotiate these agreements with the recognition that the value of a deal is measured less by its structure than by its durability. Field-of-use, exclusivity, and improvement clauses reward careful drafting by counsel who has seen these provisions litigated. In joint development agreements, the allocation of background and foreground IP is often the decision that determines whether the parties can commercialize what they build together, or whether a valuable joint invention becomes contested years later because the agreement was silent.
Our role is not to accumulate clauses. It is to locate the small number of provisions where the deal is actually being made, and to draft those with the care the situation deserves.
IP aspects of M&A and strategic transactions
In the acquisition of a technology company, the IP is both the point of the transaction and the principal risk. A portfolio that closes cleanly at a strong valuation is usually one whose diligence preparation began months earlier. A portfolio that blows up in diligence usually reveals defects that were invisible to the seller until the buyer's counsel found them.
On the sell side, our work is to ensure that the portfolio the buyer evaluates is the portfolio our client actually owns. Chain-of-title cleanup, missing inventor executions, continuation strategy that preserves the value the buyer is paying for, and a technical diligence narrative that holds together under pressure are the areas where months of advance work typically decide the outcome.
On the buy side, our work is to test what the seller is representing. We pressure-test patent claims against prior art the seller did not disclose, identify encumbrances that could render key assets unenforceable, and draft IP representations and indemnification provisions calibrated to the specific risks surfaced in diligence rather than the boilerplate of the form agreement.
For minority investments, strategic partnerships, and growth-stage financings, the IP provisions of the transaction documents are often the quiet determinant of whether our client's leverage at the next round is preserved or surrendered.
Employment, founder, and inventor IP
The most common transactional IP question is also the most consequential: who owns what an engineer or researcher produces, and on what terms. Every decision a new company makes in its first year about this question will be re-examined at every subsequent transaction, and defects that seem trivial at the time will cost time, equity, or both when they surface in a data room.
We advise founders on the assignment of pre-existing IP into the company, the structure of invention-assignment obligations across the organization, and the form documents that govern everyone who touches the company's code or algorithms. For individuals joining technology companies, we review offer packages and invention-assignment agreements with attention to the provisions that most affect the individual's freedom to work on future matters and the company's freedom to commercialize the past ones.
For researchers and academic inventors, we navigate the particularly difficult space of university IP policies, government funding conditions, and the question of which institution owns which invention. These engagements often determine whether a foundational invention can be commercialized at all.
Ownership disputes and pre-litigation counseling
Not every IP dispute goes to court, and most are better resolved before they do. The strategic question in an ownership dispute is rarely about the merits of the claim. It is about what the disputed IP is worth, how the dispute affects the client's other commercial objectives, and what resolution path preserves the greatest optionality.
We advise inventors, founders, and companies in disputes involving institutional claims of title, inter-inventor questions of ownership and contribution, and the scope of prior invention-assignment obligations across employment transitions. Our work in these matters is calibrated to outcomes rather than positions, and our judgment about when to fight, when to settle, and when to restructure the underlying relationship is informed by the same transactional lens we bring to affirmative deals.
On the prevention side, we review form documents and hiring practices that, left unaddressed, produce these disputes in the first place. The work done here is consistently the cheapest IP spending a company will do.
Why this work is different in our domains
Transactional IP work looks different in frontier technology than in mature industries. The provisions that matter, the risks that surface, and the drafting choices that protect our clients vary meaningfully across the domains where we work.
Artificial intelligence. Training data rights, the ownership and licensing of model weights, and the contested question of what constitutes a derivative work in the context of foundation models. Employment IP provisions drafted for traditional software companies rarely address what happens when the boundary between work product and know-how has become meaningfully contested.
Post-quantum cryptography. Standards-essential patent considerations as post-quantum algorithms move through standardization, the distinct patentability posture of mathematical constructions versus their implementations, and the treatment of cryptographic protocols subject to export controls. Publication timing and patent filing strategy must navigate between academic disclosure norms and patent-novelty requirements.
Cybersecurity. The intersection of trade-secret protection and patent disclosure, where the same invention may be best protected by one or the other but rarely both. The specific representations and confidentiality structures that matter when an asset's value depends on it remaining undisclosed.
Data-driven systems. Data licensing as distinct from technology licensing, with its own vocabulary of field restrictions, derivative-data rights, and aggregation rights. The cross-border transfer obligations and allocation of liability for data-quality claims that drive the substantive provisions of the deal.