Deals

IP Deals
We Advise On

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  • NDAs 

  • MOUs/Heads of Terms

  • Option & Standstill agreements

  • Joint Ventures

  • Cross-licensing & Joint ownership

  • R&D Agreements

  • Registration of transactions 

  • Development Agreements 

  • Co-operation Agreements

  • IP Assignments

  • Confirmatory assignments

  • Transfer of Future IP

  • Intra-group IP Agreements

  • Variation Agreements

IP Deal Preparation, Planning and Negotiation

IP deals often start with non-disclosure agreements and agreements not to do conflicting deals during the negotiation period. We always recommend writing a summary of the deal in principle. Negotiations should lead to a termsheet, MOU or Heads of Terms. 

Cutting Through the Complexity

Our mission is to ensure that the deal that gets documented is the deal you wanted to do. The more complex the deal, the greater the need for all internal stakeholders to be clear how each sentence in the deal reflects the intentions of the dealmakers. IP deals are long term relationships so a relatively high degree of transparency with the counterparty during negotiations on many deal aspects is common. We take a deep dive into the underlying IP and contract laws that influence or determine the deal shape and then communicate the impact of these in plain language, keeping you in the driving seat.

Buying, Selling and Confirming Ownership of IP

Buying, selling and confirming ownership of IP has to be done by an IP assignment. Some IP assignments are part of an intra-group reorganisation and require collaboration with your tax advisor. Arm’s length IP assignments require a negotiation of IP warranties and/or indemnities. They likely involve due diligence exercises – an internal analysis of the nature of status of the patents, designs, trade marks or copyright works that will be the subject-matter of the deal.  Special rules apply where the seller is insolvent. Transfers of registered rights should be registered at the relevant intellectual property Office.

Licences

Licences differ by commercial sector. Licences for spinning out patented technology from a university, know-how licences to a large manufacturer, various sub-types of software licence, trade mark licences, book publishing agreements, music industry agreements and so on, are each negotiated against a background of industry norms and fast-paced technological change that influence their structure and language.  Across all sectors, the fundamental nature of an IP licence remains the same: it’s an exception to the rights the IP owner would otherwise have to restrict use of the materials and ideas that are licensed.  IP licences typically govern ideas and materials that have not yet come into existence, so the degree and duration of the permitted uses must be set out precisely.

Our Services

We Can Help With IP deals

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Long Term Partnerships

IP deals tend to last a long time and embody both commercial potential and personal accomplishment. So it’s common to have to revisit them or even renegotiate them during the deal term.

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Manage Issues

Development can be slower or more expensive than you’d wish. Deliverables may not meet expectations as your commercial road map develops. Sales may dip or expenses increase. We can help get ahead of these problems when the deal is done and also during the deal term.

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Ending a Deal

Sometimes deals need to end. The consequences of that termination must be understood fully. Terminating safely requires expertise in the intersection of contract law, intellectual property law and the civil procedure laws of the relevant territory.

IP Deals

Ready to discuss your IP deal?

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Our Services

IP challenges: disputes, deals and registrations

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Craft Your IP Deals

Deals and contracts that lead to success and mitigate risk

✓ Prepare for Growth
✓ Allocate Risk
✓ Plan for the Future

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Manage Your Disputes

Proactive management of disputes and technical expertise to turn problems into solutions

✓ Proactive Dispute Resolution Strategies
✓ Support Tailored to your Business
✓ Cost Effective Solutions

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Optimise Your IP Registrations

IP rights and registrations should be secured before tensions or disputes make them more difficult to obtain

✓ Rights You Can Register
✓ Strategies For Your Budget
✓ Automatic Rights

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What our clients say

  • “Lindsay worked with Lush for over a decade at a time when the business was rapidly growing its overseas businesses. She adopted a positive, respectful but also clear and consistent negotiation stance. We placed our trust in Lindsay to craft and implement a complex IP reorganisation exercise which has stood the test of time. She fully embraced the rapid decision-making and execution that characterises Lush as an entrepreneurial business. We would strongly recommend using Lindsay for IP deals. into the test.”

    — Karl Bygrave
    Director, Lush Cosmetics Ltd

  • “Tom is highly knowledgeable, experienced and passionate when it comes to IP law to say the least. He is also an absolute pleasure to work with, extremely efficient in terms of how he conducts his work and manages workload excellently providing required documents whilst keeping you updated throughout. I’ve hopped firms several times to work with him. His work speaks for itself and I therefore recommend him to anyone looking for an IP lawyer.”

    — Marcus Pheonix, Candy Castle Animation Ltd

  • “Lindsay has been with i-to-i throughout its journey from 2000 right up to 2024. During that time she has guided us on cost-effective trade mark strategy as part of crucial brand strategy. As CEO of i-to-i and its group companies, I knew I could rely on Lindsay absolutely to find a cost-effective commercial resolution to all our trade mark dilemmas both in the UK and as we expanded overseas and sought to protect our destination markets. We made sound decisions because of her advice and I would highly recommend her!”

    — Gordon‍ Director,
    Teach and Travel Group/i-to-I

  • “As a one-person team, I knew we would need some help for our intellectual property needs. Lindsay has been acting as an extension of my own team and with her help, we have been able to see off oppositions and defend them within budget and without the need for litigation.”

    — Wendi Higgins
    Chameleon Technology UK Ltd

  • “I worked closely with Lindsay as US counsel on a global trademark dispute for an iconic British brand. Lindsay led the matter superbly, developing overall strategy, facilitating cross-border communications as needed, and keeping an eye on value and cost. Due to her skills and judgement the matter - which had been simmering for decades - resolved decisively and favourably.”

    — Julia Markley
    Perkins Coie, Firm-wide Co-Chair, Litigation Practice