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:

1. 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.
2. Conduct outbound search - Tynax takes the buyer's requirements and creates custom online searches for patent holders and organizations with matching assets for sale.
3. Syndicate "Patent Wanted" listings - Tynax syndicates patent- and technology-wanted listing through the online exchange and its broker network.
4. Prepare candidate short lists - After reviewing the patents and portfolios matching the client's interest, a short list is prepared.
5. Approach patent holders - Tynax approaches the patent holders and explores their interest in potential licensing or technology transfer.
6. Deal Negotiation - The pricing and structure and terms of the acquisition are discussed. Tynax can act as buyer's agent to handle these negotiations.
7. Agreement - Offers are accepted and deal terms are agreed by the parties.
8. Patent purchase agreement are exchanged - The papers are prepared and exchanged.
9. Due diligence - The buyer's lawyers conduct due diligence to ensure the seller has clean title and investigates patent validity.
10. 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.

Common Concerns

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.

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.