Generally speaking, IP audits are either externally or internally driven. Externally driven IP audits are performed in response to triggers such as infringement litigation, bankruptcies, funding transactions, or transactions involving the sale of the business or certain assets.  Under this circumstance, IP audits are often performed under time constraints and are, by their nature, reactive.

Internally driven IP audits, on the other hand, are initiated as a pro-active business practice by the holder of the IP. Internally driven IP audits can be used to identify:

• New revenue streams related to proprietary products and licensing;
• New sources of capital and funding;
• Strategic positioning/repositioning opportunities;
• Business risks and opportunities related to IP such as patent, copyright, or trademark applications that should be filed, or securing certain IP rights from employees;
• Business process changes in R&D, Engineering, HR, or other areas; and
• Financial reporting disclosure items related to IP.

However, in the wake of the credit meltdown it may be hard to justify a “spend money to make money” philosophy. How does a firm measure the potential value of internally driven IP audits in relation to a tougher economy?

To find out, I spoke with Glenn Perdue, an IP valuation expert. Perdue, who leads Kraft Analytics, LLC, a valuation and litigation support consulting firm in Nashville, Tennessee, has more than 20 years of experience in business strategy, technology strategy, capital formation, valuation and litigation support.

Is performing an IP audit a good move in today’s business climate?

In any business climate, it makes sense to identify and understand those assets that allow a company to create economic value for customers and owners. In the industrial age, value-enabling assets were largely physical in nature. Today, value-enabling assets are more intangible. It’s a generally accepted belief that the majority of public company market value is not value identified on a company’s balance sheet. Instead, most value is attributed to intangibles assets – often intellectual property – that may not appear on the balance sheet at all. Therefore, companies that rely on IP to create economic value should catalog and understand these intangible assets so that their value can be better managed and optimized. An IP audit is often a good starting point in this process. However, an IP audit is one component of a more comprehensive IP management approach that may include the following:

1. IP Audit – The assessment component, which informs management as to the nature and value of their IP assets at a certain point in time.
2. IP Planning and Policy Development – Based upon information obtained through the IP audit, legal counsel, and business/industry research, management develops IP plans and policies in an informed manner.
3. Execution – After developing plans and policies, managers begin executing the plan through the implementation of business processes, licensing, enforcement, and other activities identified to optimize IP-related value creation.
4. Analysis and Reporting – This final step allows management to assess results and refine the process. In addition to internal reporting, the IP management process may also yield information needed for disclosure in external financial reporting.

What advice would you offer an attorney who was presenting the idea of conducting an IP audit to his client?

Making the case for conducting an IP audit is situational. Reasons might include:

• A prospective business purchase or sale that involves IP assets
• IP sale or licensing transactions
• Equity transactions in which investors, such as VCs, consider IP assets to be a critical component of the deal
• Debt and securitization transactions that rely upon IP as the underlying collateral
• Bankruptcy and restructuring
• Post-transaction accounting requirements (e.g. FAS 141)
• Management insight and planning as related to marketing, finance, risk assessment, and business strategy
• Legal and regulatory compliance

Given this broad range of motivations, an attorney’s recommendation to conduct an IP audit may be event-specific. In the case of transactions involving IP, the due diligence process is similar to an audit in many ways. If the audit is required, convincing the client may not be an issue. However, if the audit is being suggested for planning or compliance purposes, risk mitigation or profit optimization motives should be articulated to make the business case.

What is the danger of not understanding one’s IP holdings?

IP value is, first and foremost, contextual. The value of IP in the hands of one enterprise may be different than the value of the same IP in the hands of another enterprise. Access to the various means of exploiting IP assets is an important factor. Consider a drug patent held by a university. The university may hold the rights to an important piece of IP but lack the means of producing and marketing a major pharmaceutical product that embodies that patent and fully exploits its economic value. Since universities are not in the business of making products, they choose to license such inventions. Thus, the valuation issue faced by a university relates more to up-front, milestone, and royalty payments for the use of the IP by others. However, a pharmaceutical company that holds the same patent faces a broader decision as to whether it should (i) make and market the product itself, (ii) out-license the patent to another company that might be better-suited to optimizing the patent’s value, or (iii) use the patent in a more defensive manner. In this case, the pharmaceutical company might consider a valuation analysis as a basis for making this determination.

Tell me about the relation between IP audits and the Sarbanes-Oxley Act.

A broad view of Sarbanes-Oxley is that it requires corporate managers and directors to be better stewards of company assets – including IP assets – while providing greater transparency and accountability with respect to financial reporting. Given that IP assets are a predominant basis for value creation, particularly in science and technology-based companies, the duty of care imposed by Sarbanes-Oxley is considered applicable to IP assets by many. In light of this – and the fact that the value of these assets are typically not reflected in GAAP-based financial statements – many believe that IP assets, their economic value, and related risks must be accounted for elsewhere and disclosed if material. Thus, companies with material IP assets may be advised by counsel to conduct regular IP audits and valuations to maintain compliance with Sarbanes-Oxley.

Can you describe the need for IP audits in the non-profit sector?

I serve on several non-profit boards, including a research foundation board that performs the technology transfer function for a major university. I’ve witnessed first-hand how large non-profits are increasingly aware of accountability and transparency in their governance and financial reporting functions. I’ve also seen how this issue has affected non-profit hospitals. In the case of universities and private research institutions that generate IP, they may not be accountable to shareholders but they are certainly accountable to trustees, boards of directors, donors, and other stakeholders that place trust in them to be good stewards of the institution’s assets, in this case IP assets. Therefore, looking at it through this lens, such institutions may not be public companies and subject to Sarbanes-Oxley directly, but they may certainly be held to a similar standard of care and thus must be diligent in protecting and optimizing the value of their IP while also being mindful of the broader mission of their institution.

Sarbanes-Oxley regulates public companies. What about closely owned companies? Do you see much activity among them in your valuation practice?

Many lawyers I’ve spoken to about this issue contend that small growth companies considering an IPO or sale to a larger public company must move towards Sarbanes-Oxley compliance early on. However, even if an IPO or M&A transaction is not on the horizon, some attorneys suggest that the presence of outside investors in a private company can indirectly expose a company to Sarbanes–Oxley, which may be invoked as the basis for a standard of care that is owed the investors.

Is it wise for attorneys to suggest that experts be brought in to determine possible new product development, potential competitor infringement, etc.? If so, why?

In my work as an expert in IP-related litigation, I’m brought in by attorneys regularly to assist in cases. My experience with the attorneys I’ve worked with has been that they have a good sense of when and why outside experts need to be engaged. One of the primary factors to consider in this determination is the existence of internal expertise at the client company. The need for outside experts may be due to a lack of requisite expertise within the client company and/or the need to hire an outsider for purposes of objectivity. In the case of litigation or auditing, the objectivity of an outside expert is generally desired.

Today’s post is by Guest Barista Dawn Corrigan, who writes for IMS ExpertServices™ – the premier expert witness delivery firm. This article was originally published in ipFrontline and subsequently appeared in BullsEye, the newsletter of IMS ExpertServices.

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And if you have outsourced your research and development efforts overseas to countries with unenforced intellectual property laws and cultural norms that ignore individual property rights, then the intent to deceive and thieve isn’t even present—in their eyes, your intellectual property may already be their intellectual property.

Rise in IP Theft

Every other week seems to bring out a story of industrial espionage—in aerospace, technology or biopharmaceuticals.  A Kiplinger news story in January of last year noted that cyber-thieves are increasingly working behind the scenes to sell and deliver American and European company secrets to overseas competitors.

In the meantime, there has been a rise in overseas outsourcing from pharmaceutical, medical device and biotechnology companies looking to reduce expenses.  While some of this is in manufacturing, the majority of outsourcing so far has been in research and development, and in clinical trials, providing non-company personnel direct access to a firm’s developing intellectual property.

At the end of 2007, the Department of Commerce’s International Trade Administration released its summary of countries with whom it is struggling to advance US intellectual property protections.  While China may come as no surprise, few executives are aware of the second-class status of their intellectual property in India, Israel, the Philippines, Thailand and Mexico.

While these reports set the stage on the international scene, what is also on the rise is trade secret theft inside a company.  Recent lawsuits involving former executives of medical device firm Kinetic Concepts, aerospace giant Boeing and tech firms Quantum3D and SAP should give you pause for thought.

Joel Brenner, national counterintelligence executive in the Office of the Director of US National Intelligence, discussed a great shift toward increasing espionage reliance on private sector employees during a recent speech.  His main point:  employees of US and European companies can make quick cash by selling electronically-stored documents to overseas organizations simply through a few email clicks and web-based payments.

In my November 2008 webinar, Preventing Intellectual Property Theft by Contractors and Partners, I gave attendees current estimated marketplace value of different components of confidential information – from private contact information all the way through prototype blueprints and promising new drug or biologic formulations.

Gone are the days of dark street corners and cash-laden briefcases; today, IP theft occurs with the click of an email and an online bank deposit—it’s far safer, far faster and far more difficult to detect.

So what to do?

Decide What to Protect

One of the first items I ask my clients for is a list of the types of information they consider critical to business operations.  After more than 16 years, not a single client has shown me even a simple list typed on a single sheet of paper.  If you do not know what you need to keep safe, how do you expect to protect it?

The first step is to identify the information you need to protect.  Consider prioritizing your efforts on truly proprietary information such as unique processes, formulations, home-grown software, customer details, and so on.

The simplest way is to ask your colleagues, “What do we have that gives us a competitive advantage  (or will allow us to have a competitive advantage, in the case of new products) that no one outside of our company knows about?”  I also encourage you to ask your outside counsel and patent attorneys; they will also be able to give you specific insights, especially if you have not put all of the details in your patent applications.

When you’ve identified this information, it is time to explore where that information exists.  Sadly, you may be in for a surprise.

Segregate Standard Operating Procedure (SOP) Information

In an ideal world, no one individual would be able to put together the puzzle pieces of your intellectual property by themselves.  Unfortunately, in their zeal to detail out procedures, companies inadvertently place step-by-step instructions to recreating intellectual property in their standard operating procedures (SOPs). In my consulting engagements, I have seen this most often in SOPs that tackle formulations, mixing, assembly (for medical devices), and even in-process or post-assembly quality testing.

Conduct a review of your SOPs that relate in some way to your intellectual property.  Look for any detailed Step 1, Step 2, etc. processes that would give a knowledgeable person enough to duplicate your product … or get 90% there. Revise your SOPs to eliminate any trade secret-revealing step-by-step details, making sure to still capture the process and its regulatory and quality requirements.  This is a fine line to walk, but a necessary one.

If you are using a contract manufacturer (CMO)—especially for new product pilot production or clinicals—this review (and revisions to SOPs) is absolutely essential. You may also want to take this review one step further and look at the CMO’s internal SOPs related to production of your product.  Their SOPs may very well spell out your IP in step-by-step fashion.

Scattershot Storage

In a forthcoming article for BioProcess International, I point out that a 2002 University of California-Berkeley’s School of Information study calculated an interesting ratio:  for every piece of information available in front of you, there are an estimated ten pieces of directly related information (rough drafts, notes, raw data, copies, various iterations, etc.) stored elsewhere.

Think about this in the context of a blueprint of a new product yet to be launched.  Do you know where in your company – or in your development partner’s company – all the various iterations of that blueprint are stored?  What about those left accidentally lying about?  If I were to tell you the number of times over the past three years I’ve found some of my clients’ confidential documents lying in open, shared areas near copiers and printers either in their company or in the facility of a contract partner, you would have a good idea of how many intellectual property theft assessments I’ve conducted.

I recommend to my clients that they work with their legal counsel, records management groups, information technology (IT/ICT) teams, and development project personnel to put together a matrix of their stored intellectual property to ensure they’ve accounted for it all – and have published policies and contractual terms and conditions that govern its control.  This can be a lengthy process, but if you know exactly what to do and how to do it, then it can be easy.  In workshops and consulting engagements, I caution that while perfection is ideal, a capture rate in the 90th percentile is usually “good enough.”

Communicate to Personnel

If your personnel – particularly those that deal with outside vendors and suppliers – do not know that particular information is confidential, they may not know not to share it (or at least to ask permission before sharing it).

This does not mean you spell out the particulars of your trade secrets or intellectual property, but rather you note that (in the case of a drug, for instance) the formulation is considered highly confidential and will only be shared with certain individuals.  I recommend you also clarify that information supporting the creation and testing of the product “may be confidential as well” and provide a point of contact (such as your patent counsel) to seek further clarification.   While stating that something “may be confidential as well” is not akin to marking it “confidential” or “trade secret,” I’ve found that this ambiguity ironically can give people pause and serve as another check on critical knowledge leakage.

Work with your computer department to ensure that access to the information is restricted and monitored.  In the stories I tell in my workshops, I make it clear that simply restricting access is like expecting a locked door to prevent burglaries.  Some level of monitoring is necessary to deter a would-be thief, stop them in the act, or catch them afterward.  While there are many tactics to take advantage of French philosopher Michel Foucault’s Panoptikon theory when it comes to preventing intellectual property theft, one of the first is informing all personnel that the company has monitoring in place, just as a burglar alarm company places a “protected by” sign out in front of a building.

Final Thoughts

Deciding what to protect, finding it, communicating its importance to personnel, and then ensuring your SOPs are not inadvertently providing step-by-step trade secrets recipes are only a few of the tactics to master when it comes to saving your intellectual property.

Fundamental to all of this is recognizing that the greatest threat is not without, but within.  Ignoring the realities of internal risks ignores reality:  employees do not work for you for their lifetime; contractors come and go; and outsourced partners grow stale.  In the end, money is always more tempting than any corporate mission statement.

Are you ready?

About the Author

John Avellanet is the founder of the regulatory intelligence, quality systems and intellectual property protection advisory program for executives and business owners, SmarterCompliance.  He is the author of more than 30 articles on intellectual property theft and modern quality systems, a contributing author to the book Best Practices in Biotechnology Business Development, a syndicated columnist, and a frequent speaker on preventing intellectual property theft and cost-effective life sciences regulatory compliance in research and development environs.

He can be directly reached through his independent advisory firm, Cerulean Associates LLC, on the web.

Today’s post is by Guest Barista John Avellanet, Managing Director and Principal of Cerulean Associates LLC.  Adapted, in part, from the SmarterCompliance™ newsletter  2(2):  pp. 1,4-5 (February 2008).

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One can also do the reviewing themselves, of course, but determining if a patent has truly expired can be a tricky business full of pitfalls.  For those who want to get look into a patent’s status, there are a number of steps to perform.

First, if the patent application was filed after June 7, 1995, the expiration date is 20 years from the date it was filed. If the application was filed by June 7, 1995 and issued before June 8, 1978, the expiration date is 17 years from issuance. But, if the application was filed by June 7, 1995 and issued after June 7, 1978, the term is the later of 17 years from issuance or 20 years from filing.

However, keep in mind that a patent term may be extended for various reasons.  Some patents have had their terms extended based on extreme delays in government approvals outside the Patent Office. This is very unusual, and applies almost always to pharmaceuticals (for example, Claritin® or Prozac®), food products (Aspartame) or medical devices or procedures, where FDA approval can sometimes eat up most of the patent term before the drug can be brought to market.

For a list of patents with term extensions, see the Patent and Trademark Office’s Extended Term List.

Some patents have less than the normal life span because their terms are limited to the terms of earlier-issued patents through the use of a terminal disclaimer, which is a result of filing two applications which claimed essentially the same invention. Terminal disclaimers will be marked on the later-issued patent. Sometimes these are flagged by an asterisk after the patent issue date, but sometimes they only appear in the text of the patent or with the related application data on the face of the patent.

Even after issuance, there are various ways a patent can expire early. For example, if the maintenance fees are not paid, the patent expires at the end of the surcharge period (4.5, 8.5 or 12.5 years after issue). However, the caveat to this is that expired patents may be revived up to 24 months after they expire, so long as the failure to pay the fee was unintentional. If the expiration date was more than two years in the past, the patent cannot be revived.

You can use the USPTO’s Patent Application Information Retrieval (PAIR) system to determine if maintenance fees have been paid.

In addition, you must determine if there has been any reexamination or voluntary disclaimer which resulted in a loss of some or all of the claim scope. This should be noted on a certificate attached to the patent image on the USPTO database, usually as the last page in the image file.  It is possible that an issued patent can be withdrawn from issue on the order of the Commissioner of Patents.

Finally, you must also check to see if the patent been declared invalid by a court.  Unfortunately, this can also be a tedious task to search through court records.

If you are genuinely concerned about a particular patent, it may be advisable to have a patent attorney (for example, one of the attorneys here at Frost Brown Todd) do a validity study and opinion on the patent. The attorney can perform a search to find prior art which might invalidate the patent, and will review the patent’s file at the USPTO to see if there is anything which might affect the validity or scope of the patent.

If you know of other sources for expired patent information, drop me a line and I will provide updated information here.

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When undertaking a due diligence review during a company merger or acquisition, negotiating a license or joint venture agreement, purchasing patent other intellectual property rights, there are some basic steps to go through in order to cover the important issues of the transaction.

Some of the steps in due diligence procedures designed to flush out the needed information include:

What IP Rights?

The identification of all intellectual property rights is very useful in predicting future value of a business. The best approach, then, is to simply list (with a detailed description) all intellectual property rights. In addition to exploring the right-to-use, it is also important to determine what intellectual property assets are held by the business itself. For example, while it is not always guaranteed that a holder of a patent has the right to make, use or sell its own patented product or service, it is important to develop a position of strength for its products and services.

The procurement of a set of intellectual property rights may not guarantee immunity from a competitor’s pressure but a business which is active in procurement of rights is often much more aware of other’s rights. It also may be able to bargain (i.e., cross-license) with a competitor over certain rights to avoid a costly settlement or to be blocked in the marketplace all together.

Prioritize Your Rights

Not all intellectual property rights may be of significant value to a business. Therefore, it is necessary to review all aspects of the company and assign priorities to the rights according to their value. The more important the rights are to the future vitality of a business, the more due diligence that will be necessary. Mature products and services often are the most important source of the current financial state of a business. However, a changing market demands that much more due diligence be performed in order to understand any future product changes or improvements that are being implemented or planned.

While some businesses may choose to compete in the market without obtaining patents or aggressively protecting trademark rights, a competitor in a market may be working toward reducing the competitive advantage of a business by securing substantial patents, trademarks or other intellectual property rights. It is quite common for at least one player in a multi-firm market to follow such a strategy in an attempt to force competitors to either take licenses or stop making or using the proprietary technology. Such tactics are frequently successful in securing a superior competitive position.

Can You Use It?

It is one thing to own IP rights; it is another thing to be able to conduct a business without infringing third party IP rights. Thus, the fact that a company has a patent for a product does not give it the right to make the product. The unfettered right to use, make or sell certain technology, or to use trademarks or material subject to copyrights, is often crucial to the health of any business. If a competitor holds patents, trademarks, copyrights or other related rights that dominate a successful product or service of a business, the profitability of a business, and even the ability to survive, may be at stake.

In addition, if patent, trademark, and trade secret rights, for example, have been licensed in from another company, it will be important to look to the license agreement to determine whether the scope of the license is sufficient in relation to the company’s business activities. One should not stop at the license agreement, however, because it is also possible that the licensor company obtained additional IP, such as patents, not in the license agreement, that may affect freedom to operate.

Thus it is often important to conduct independent IP searches in areas of relevance to the company’s business to identify third party patents, trademarks, or copyrights that may be of importance. Additionally, it is important to scrutinize any demand letters, litigation history, and other relationships with competitors to identify potential third party IP risks. Preferably, a company will periodically monitor the intellectual property rights held by competitors.

Check Under the Hood

Title to recordable IP rights (e.g., patents, trademarks and copyrights) should be verified by doing the appropriate searches. Any licenses, assignments, government rights, and liens (secured or unsecured) also should be verified by searches. In addition, any new intellectual property interests arising from an investment, acquisition or sale should be recorded in appropriate state and federal offices. Ownership interests in foreign countries require separate title searches, as well as separate assignments or other legal instruments for perfecting rights in those foreign countries.

For intellectual property rights not identifiable as an issued patent, a registered trademark or a registered copyright, detailed listings and explanations also should be provided. Such rights may include trade secrets, know-how, common law trade names, trade dress (unique appearance), trademarks and unregistered copyrights. For each of these, the inventors, authors and uses of the rights should be identified and the dates of first use recorded. In some businesses, these rights can be at the heart of a business and never should be ignored. Often, the dates of creation of first use are critical in protecting and preserving the rights. For example, dates and evidence of use of common law trademarks are important to preserve superior rights over a later user.

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Joint authorship happens when several people work together to create a single work. Under this scenario, a joint work may be created under the Copyright Act. The Copyright Act defines a joint work as “a work prepared by two or more authors with the intention that their contributions be merged into inseparable or interdependent parts of a unitary whole.” Under this definition, both authors must intend that their contributions be combined, and this intention must exist at the time the contribution is created. It is not necessary, however, that the contributions be of equal effort or value nor is it necessary that the joint authors work in the same physical area or at the same time.

The second exception to the general copyright rule that the author owns the copyright is that of a work made for hire. In a work made for hire situation, the author of the work is no longer the individual who created the work. Instead, the author is considered to be the entity that hired the actual creator of the work (such as a corporation for whom the author works as an employee).

The U.S. “work made for hire doctrine” provides two exceptions. The first is that works created by an employee within the scope or his or her employment are considered works of authorship of and owned by the employer. The second is that the copyright in works created by independent contractors and other non-employees (and employees outside the scope of their employment) can be owned by the commissioning party only if two conditions are satisfied: the independent contractor signs the appropriate instrument, and the work itself fits within one of enumerated categories in the Copyright Act.
This becomes a crucial issue because a work is considered a work made for hire, you are the author and owner of the work. If the work is not a work made for hire, you have no copyright ownership in the work. Your ability to use the work would therefore depend on the specific terms of the agreement with the contractor, or upon the concept of an implied license to use the work. If you are forced to rely on an implied license, you may find you only have limited rights to alter, update, copy, transform, or use the work for which you paid.

The results reached by copyright law and the U.S. Supreme Court may run counter-intuitive to what you think. You hired the contractor, you told the contractor what to build, you managed the project with the contractor, and you paid the contractor the agreed-upon price for the application. If that was done without a written agreement, you have an implied license to use the application (the details of that implied license being in question) and no more. The contractor has the ability to resell the application and keep all the money, reuse the application on a project for your biggest competitor, and otherwise take the benefit of the code written while performing this application development work and reuse that to the consultant’s sole benefit.

Where the works made for hire doctrine does not apply to the application at hand, a specific transfer of ownership must be in the consulting contract. The attached sample contract transfers ownership from the consultant to you. The language used is not can be varied but it is important, however, that the transfer of ownership be explicit and in writing.

Accordingly, it is possible that the copyright in software created by an independent contractor is not owned by the hiring company even if an instrument has been executed because the work may not fit within one of the statutory categories. In such case, the hiring company must acquire rights by written assignment.

Even though copyrights arise automatically, as a general rule, the copyright in U.S. works must be registered with the U.S. Copyright Office before bring suit can be brought against an infringer. Works registered within five years of first publication are entitled to the benefit of certain presumptions that can be beneficial in litigation as well as settlement. In addition, only if the work is registered within three months of first publication is eligibility preserved to recover attorneys’ fees and statutory damages in the event that the copyright owner prevails in the litigation. Due diligence should ascertain the date and fact of registration.

If the technology involves software, copyrights may come back to bite you in two important ways. First, if the program is developed by company employees and/or consultants, are agreements in place to ensure the software is a “work made for hire” that the company owns, or alternatively that has been properly assigned to the company? Second, have steps been taken to ensure that the software does not incorporate copyrighted works of others, for example, by incorporation of open source works which are in fact not in the public domain and are owned by another party? Whether the company has full ownership rights to its copyrights would be a key factor in determining the value of its IP portfolio and thus its attractiveness as an investment.

It is common practice for programmers to use readily available source code that can be downloaded and incorporated into the software they are developing. Using open source software (OSS) in this manner can be very efficient. Unfortunately, there are many misconceptions about OSS and the legal uses of OSS are not always well understood. It’s important to know that OSS is not generally not “public domain” software that is free for the taking. Most OSS provides for some limitations on use, most typically the ability to incorporate it into other application, to modify it and to redistribute it. Often, OSS will incorporate a general public license that does not permit the OSS code to be incorporated into a proprietary product. Depending upon the terms of the original license, if the OSS code is incorporated into a company’s software product, the company may need to provide the same rights of use to anyone who receives a copy of the software that the OSS vendor gave the company under the general public license. In effect, a general public license can cause the OSS code can turn proprietary software into open source software or will require a re-write to remove the OSS.

Software copyright due diligence is made more difficult due to recent cases holding that certain aspects of a computer program may not be protected as copyrightable authorship. These aspects include elements of the program which are already in the public domain; elements of the program which are dictated by “efficiency” and elements of the program which are dictated by “external factors.” As a result, copyright registrations should need to be handled differently, and as a result of that, copyright due diligence must be conducted in light of these new developments.

The copyright in a work can be divided and can be assigned in whole or in part by the copyright owner. Therefore, it is important to verify that the party granting specific rights has the rights to grant the acquiring company.

Sample Copyright Assignment Form 

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