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Commercial Transactions – Strategic Alliances, Corporate Partnering and M&A

We have advised clients on numerous strategic alliance, joint venture, corporate partnering, M&A and related transactions, including:

  • Letters of Intent/MOU
  • Strategic Alliance and Co-Marketing Agreements
  • Joint Development, Manufacturing, Supply and Marketing Agreements
  • Cross-License Agreements
  • Asset Purchase Agreements
  • Transition Services Agreements
  • Escrow Agreements
  • Due Diligence (including Intellectual Property and contracts)
  • Patent, Copyright, Trademark, Trade Secret and Technology Assignments
  • Trademark Licenses

Representative Transactions:

Represented Critical Path, Inc. in its reorganization, recapitalization and merger with a group of existing investors, resulting in the cashing out of existing public common shareholders and taking the company private.

Represented Critical Path, Inc. in the sale of its hosted messaging business and intellectual property to Tucows Inc.

Represented Critical Path, Inc. in the sale of its Supernews hosted usenet service and intellectual property to Giganews Inc. and Supernews Inc.

Represented Toysrus.com in its strategic alliance and co-marketing agreement with Amazon.com for an exclusive, co-branded toy store “tab” on the Amazon.com website, and the transfer of the management and operation of Toysrus.com’s entire online, e-commerce operations to the Amazon.com website. 

Negotiated and structured complex, multi-party strategic alliance for next generation television set-top boxes for Sony Corporation, with separate agreements covering technology cross-licenses, cross-development, manufacturing, supply and marketing arrangements between Sony, Sun Microsystems, General Instruments and TCI Cable.

Negotiated and structured strategic alliance, joint technology development and manufacturing, supply and marketing arrangement for flat panel displays between Sony Corporation and Candescent Technologies.

Represented multimedia software company Scala, Inc. in a strategic alliance and cross-license transaction with a General Instrument subsidiary involving GI's interactive television program guide technology.

Represented Digital River, Inc. in its acquisition of Calico Commerce, Inc.'s Market Maker™ multi-channel e-commerce business, including personnel, technology and clients. Structured the ongoing alliance between the parties, including negotiating a distribution and OEM licensing agreement that provided joint marketing, sales and business partnering arrangements for the combined hosted and packaged product offerings of each party and established Calico as Digital River's distribution channel in Japan for sales of the Market Maker product.

Served as US counsel, working with UK counsel to advise e-commerce company John Lewis, PLC on its acquisition of the UK operations, website and business of e-commerce portal Buy.com, including the negotiation of an asset purchase agreement, along with separate service, trademark and technology license and sublicense agreements.

Counseled Epylon Corp. on the sale of its B2B technology and business to Accenture, including the drafting and negotiation of various technology transfer and license agreements.





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