IP As Property / IP Rights Transfers / Closing the Deal

Closing the Deal - Contents

Introduction

I. MEANS OF ACQUIRING INTANGIBLE ASSETS
II. CONDITIONS TO CLOSING
III. CLOSING DOCUMENTS

A. PURCHASE AGREEMENT:

1. Further Assurances

B. GENERAL TRADEMARK ASSIGNMENT AGREEMENT

1. Assignment – Goodwill - United States of America
2. Assignment – Goodwill - Worldwide
3. United States Issues – Intent-to-Use Applications - Verified Statement of Use
4. Intent-to-Use Applications - Amendment to Allege Use
5. Intent-to-Use Applications - Agreement to Continue Prosecution until Verified Statement of Use filed

C. CONFIRMATORY ASSIGNMENT DOCUMENTS FOR RECORDAL IN THE RELEVANT JURISDICTIONS WHERE TRADEMARK RIGHTS EXIST

1. Worldwide Recordal of Intellectual Property Rights
2. Separate Documents for Each Jurisdiction are Required.
3. Costs

D. COMMERCIAL LOAN DOCUMENTS
E. TRADEMARK SECURITY AGREEMENT
F. RELEASE AGREEMENTS
G. OPINION LETTERS
H. LICENSE AGREEMENTS
I. ANCILLARY AGREEMENTS AND OBLIGATIONS

IV. CLOSING DAY

A. EXECUTION PROCESS
B. PAYMENT
C. DELIVERY OF RELATED DOCUMENTS AND FILES:

V. POST-CLOSING ISSUES

A. IMMEDIATE DOCKETING OF TRADEMARKS/ACTION DATES:
B. HANDLING ACTIONS (OFFICIAL ACTIONS/RENEWALS/PAYMENTS)
C. REVIEW OF FILES TO RE-ASSESS VALUE OF TRADEMARKS/MAJOR MARKETS:
D. FILING AND RECORDAL OF CONFIRMATORY ASSIGNMENT DOCUMENTS IN EACH JURISDICTION WHERE TRADEMARK RIGHTS EXIST
E. FILING AND RECORDAL OF CONFIRMATORY DOCUMENTS TO RECORD A MERGER AND/OR CHANGE OF NAME
F. SECURITY INTERESTS

CONCLUSION

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