Legal insights
Analysis from the front lines of IP & technology law.
Our attorneys write about the developments shaping intellectual property—from the PTAB and the Federal Circuit to the practical realities of protecting fast-moving technology.
Paragraph IV and ANDA Litigation Checklist: A Practical Checklist
A working checklist for Hatch-Waxman practice from both sides. It opens with the generic's pre-filing landscape work, certification decisions, and notice letter, then walks the brand's 45-day sprint from receipt of notice to filing suit within the window that produces the 30-month stay. Later sections cover scheduling against the stay, discovery centered on the ANDA, claim construction, the bench trial, the skinny-label scrub and the induced infringement record, the PTAB decision and its estoppel cost, at-risk launch analysis, and settlement structuring under the antitrust framework. Every item is written so that a "no" tells you what to do next.
Ownership Reporting Toolkit: Filing Calendars, Group Analyses, and Section 16 Recovery Demands
This toolkit supplies the working documents of an ownership reporting program. It provides Item 4 language for three different postures, a joint filing agreement, a 13G eligibility memorandum template, and a communications policy that prevents inadvertent group formation. On the Section 16 side it provides an officer determination worksheet, an attribution questionnaire, a pre-clearance form built around the matching calendar, a compensation committee resolution securing the Rule 16b-3 exemption for share withholding, and a response to a short-swing demand letter. Each is annotated with the failure it prevents.
Order Enforcement Toolkit: Show Cause Motions, Contempt Briefing, and Sanctions
This toolkit supplies the working documents of an enforcement effort, ordered by when they are used. It opens with an order enforceability assessment that reads the decree as a hostile reader would, a bound-persons worksheet built on Rule 65(d)(2), and a compliance demand plus the facilitator notice that resolves many situations without a motion. It provides a motion to modify where the order is not specific enough to enforce, an order to show cause and a contempt brief outline organized around the elements a court decides, a sanctions request that keeps coercive relief civil, and a compensatory damages declaration with fee segregation. Later tools cover a proposed contempt order, an opposition framework for the defense side, a compliance monitoring log, and an injunction drafting checklist for the next case. Each item is annotated with the failure it prevents.
Obtaining or Resisting Advancement: A Practical Guide
An advancement dispute is a short, fast, document-driven proceeding in which the merits of the underlying case are irrelevant and almost everything turns on what the governing documents say. This guide runs both sides. For the individual it covers assembling the entitlement record, drafting the demand and the undertaking, filing summarily, and administering the payment stream that follows. For the company it covers the analysis to run before refusing, the arguments that actually work and the many that do not, and how to limit exposure through allocation and procedure rather than through resistance. It also covers the insurance steps that must happen in parallel and the indemnification determination at the end.
Obtaining Emergency or Interim Relief in Arbitration: A Practical Guide
This guide runs an urgent arbitration application from the first hour through enforcement. It begins with the triage decisions that determine everything—whether relief is genuinely needed, which forum can grant what, and whether a standstill letter would do the job at a fraction of the cost. It then covers building the application: the evidence of urgency and irreparable harm that decides most cases, the draft operative order that shapes what is granted, and the security proposal that anticipates the arbitrator's condition. Respondent sections address the compressed response, the defences that work, and preserving jurisdictional objections. Later sections cover concurrent court applications and how to run them without prejudicing either, enforcement of an emergency decision, review by the constituted tribunal, and the clause provisions that should have been there.
Negotiating the Indemnity Package in a Deal: A Practical Guide
A step-by-step guide to negotiating the risk allocation in an acquisition agreement, written for counsel on either side and for principals who want to understand what they are trading. It runs from the letter of intent through diligence, the representation set, the schedules, the six indemnity terms, insurance, special indemnities, earnouts, and the post-closing claim process. Each step explains what the term is pricing, what the other side will say, and where the standard compromise lands. It includes a worked negotiation with named parties, market ranges, a term sheet, and the post-closing calendar that prevents most claim failures. The organizing idea is that the indemnity package is a single system, and moving one term reprices the others.
Negotiating Management Terms in a Sponsor Transaction: A Practical Guide
This guide takes a management team through a sponsor transaction in sequence, from the first conversation about rollover to the exit five years later. It starts with engaging separate counsel and modeling the deal, then works through the rollover instrument decision that matters more than the rollover percentage, the structure choices that determine whether the rollover is taxable, and the incentive pool's design. The middle sections cover the negotiation itself—which terms move, in what order, and how to frame each ask—followed by the leaver provisions and employment agreement where most of the value is won or lost. The last sections cover the elections and votes with hard deadlines, the documents to sign, and living with the arrangement afterward.
Negotiating and Litigating a FRAND License: A Practical Guide
A step-by-step guide to a standard-essential patent negotiation and the litigation that may follow, written for implementers, patent holders, and the in-house teams that own the relationship. It covers the implementer's exposure mapping and supply chain analysis before any letter arrives, the response that establishes willingness, the essentiality and valuation work, the counter-offer, security, and the forum decisions that follow. Separate parts address the patent holder's preparation and notice obligations, rate-setting litigation and its evidence, the ITC and multi-jurisdictional strategy, and settlement structure. It includes a worked negotiation with named parties, budgets, a timeline, and the mistakes that decide leverage.
Negotiating and Administering an Earnout: A Practical Guide
This guide takes an earnout from the letter of intent through the last payment, in the order the work happens. It explains how to decide whether an earnout is the right instrument at all, how to choose and define the metric so it survives integration, and how to convert vague efforts language into covenants a seller can actually enforce. It then covers the mechanics that decide who wins later: the sample calculation, the accounting hierarchy, the access and objection process, and the design of the independent accountant determination. The second half is administration—what the buyer should do from day one, what the seller representative should do when a statement arrives, and how to run an objection without destroying the relationship.
Negotiating a Publishing or Merchandising License: A Practical Guide
The value in a publishing or merchandising negotiation sits in a small number of provisions, and the royalty rate is not among the top five. This guide sets out the order in which to negotiate: what to grant and what to reserve, the royalty base and its deductions, the reserve against returns, acceptance and delivery, and the audit right that makes reporting meaningful. For merchandising it covers the minimum guarantee against minimum performance, the approval architecture, the quality control program that also preserves the trademark, and the sell-off. It then covers running the programme after signature—royalty review, approval administration, and enforcement—and closes with the diligence a licensee should do before taking any grant.
Negotiating a Patent License: A Practical Guide
A patent licence is a short document that carries the whole economics of a technology relationship, and the negotiation rewards preparation far more than eloquence. This guide walks through the sequence that produces a durable agreement: understanding what is being licensed and why, running the diligence that tells you whether the patents are worth what is being asked, and structuring the grant so that it matches the business. It then works through the money—royalty base, rate, minimums, milestones, and the audit that makes reporting meaningful—and through the clauses that decide what happens when the relationship changes: improvements, enforcement, standing, assignment, and termination. Separate sections address the licensee's leverage, the licensor's protections, and the traps that recur in every negotiation. Worked examples follow a university licence, a cross-licence between competitors, and a settlement licence negotiated under a trial date.
Negotiating a Joint Development Agreement: A Practical Guide
A joint development agreement is negotiated before anyone knows what will be invented, which is why the allocation decisions have to be made structurally rather than item by item. This guide runs the negotiation in sequence: the pre-term-sheet conversation with the technical leads that determines the allocation, the assignment chain diligence that must precede any commitment, the field definitions that carry the whole structure, and the background IP work that determines whether either party can practice the result. It then covers the commercial terms, the governance that manages inventorship during the project, and the survival provisions. It closes with the counterparty-specific issues—universities, customers, competitors, and startups—that change the negotiation materially.