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Sourcing-For-Acquisition Transactions
Tynax provides outbound search services for
clients looking to acquire patents and portfolios of strategic
value. Following a search and identification of patents
matching the needs of the client, Tynax will assist in
negotiations with the seller and support the buyer through the
entire sourcing and acquisition process.
Typical Technology Sectors
All types of technology can be sourced through an
outbound search. However, the sectors where this is most
prevalent are those experiencing
active patent litigation.
Typical Organizations
Sellers are usually small patent holders and corporations pruning
their portfolios and divesting of non-core assets. R&D labs are
also sometimes open to the idea of selling patents. The buyers
include patent pools, investors and multi-national corporations
in fast-moving high-technology sectors.
Transaction Process
Depending on the nature of the assignment, the process of
sourcing and acquiring new technologies, patents and portfolios can take
between 3-9 months. Some clients have ongoing sourcing
needs so the process continues for several years. Here are
some of the steps involved:
- Brief Tynax on your business & requirements. The process
starts with Tynax gaining an understanding of your
objectives, customers, markets, channels, existing patents,
products and technology platforms.
- Conduct outbound search. Tynax takes the buyer's
requirements and creates custom online searches for patent
holders and organizations with matching assets for sale.
- Syndicate "Patent Wanted" listings. Tynax syndicates
patent- and technology-wanted listing through the online
exchange and its broker network.
- Prepare candidate short lists. After reviewing the
patents and portfolios matching the client's interest, a
short list is prepared.
- Approach patent holders. Tynax approaches the patent
holders and explores their interest in
potential licensing or technology transfer.
- Deal Negotiation. The
pricing and structure and terms of the acquisition are
discussed. Tynax
can act as buyer's agent to handle these negotiations.
- Agreement. Offers are accepted and deal terms are agreed
by the parties.
- Patent purchase agreement are exchanged. The
papers are prepared and exchanged.
- Due diligence. The buyer's lawyers conduct due diligence
to ensure the seller has clean title and investigates patent
validity.
- Closing. The legal documents and due diligence processes
are completed by lawyers representing the buyer and seller. The transaction is closed and
ownership of the patents and other assets is transferred.
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Common Concerns |
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Clients looking to acquire patents are often concerned that their
interests are
confidential and are not disclosed to the seller market. Working through intermediaries, the identity of the
buyer can be shielded from the seller up to the point of the
closing--although this is unusual and the name of the buyer is
normally disclosed at or before execution of the NDA. In extreme
cases, anonymity can be maintained throughout the process and
the assets can be acquired by a shell company or agent acting
for an undisclosed buyer. |
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Key Negotiation Points |
Pricing is always a significant factor in these
negotiations, however, other issues are sometimes even more
important in finding win-win deal structures that meet the
demands of each of the parties. The scope of the license back
can be a source of much discussion. The seller wants to maximize
flexibility in the scope of the license back while the buyer
wants to restrict the scope so that it does not interfere with
their patent rights.
Representations and warranties as to clean title and patent
validity are often sources of negotiation and debate between the
buyer and seller. |
| Why Tynax? |
With global reach and extensive deal-flow, Tynax has access to a larger
pool of patents from individual inventors, startups, large corporations,
R&D labs and other sellers worldwide.
By acting as intermediary, Tynax
can help negotiate the best prices and terms for its clients. Tynax
provides a fast, quiet and efficient service for stealth-mode clients
looking to acquire patents without alerting their competitors to
strategic directions. |
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