概览
我们拥有一流的商业立约技巧,对科学、技术及品牌有着透彻深入的了解,在专利、商标、版权、商业秘密等知识产权各个领域均拥有精湛的实务经验。
我们拥有广泛且深厚的全球性科技与工业行业经验,极为擅长代理客户处理各类知识产权资产商业交易,在众多竞争对手之间独占鳌头。我们的客户包括化工、生物技术、制药、医疗设备、电子、食品、零售、通讯、传媒及媒体以及金融服务等各行业的领袖。
我们的经验包括:
- 专利权、工业品外观设计、商标、版权、数字内容、技术诀窍及商业机密的许可及转让
- 复杂的许可交易,包括知识产权商业化持续出资及责任,并设计适当的里程碑付款及版税结构以推进商业化
- 联盟、合作及合伙,包括绩效保证式合同、利润分享、风险分配、治理权及类似策略
- 信息技术交易,包括软件许可、开发、实施及维护交易、云计算、设备采购及主机服务
- 国内外信息技术及业务流程外包
- 合并及收购、合资及其他公司交易所涉及的知识产权事宜,协助客户利用其知识产权优势获益。我们在该领域提供的服务包括知识产权尽职调查、未侵权及自由使用权查册、有效性意见以及复杂的许可及交叉许可安排
- 版税流及其他知识产权资产证券化
- 和解诉讼达成许可及其他交易
知识产权交易业务部与本行其他业务部密切合作,就复杂的知识产权及商业事宜提供无缝衔接的全球化解决方案。举例而言,我们与本行税务交易部门合作,制定、推荐并实施复杂且涉及公司结构及运营的交易策略,以便优化知识产权税收待遇。我们与本行反垄断部门携手,构建知识产权池与分销协议(包括使用领域、地域和价格限制),避免与国际竞争法相冲突。
Experience
With 100 securitization lawyers in offices worldwide, Mayer Brown is one of a handful of international law firms that have securitized virtually every asset type – including a variety of intellectual property assets. We are consistently ranked among the top law firms representing issuers and underwriters of public and private asset-backed financial instruments, reflecting our strong influence on the development of the securitization industry.
Mayer Brown was at the forefront of intellectual property securitizations with our work representing the rating agency on the original "Bowie Bonds" in 1997 – the first securitization of a music performer's music and publishing catalog. We structured the bonds to securitize the future royalty stream from David Bowie's music portfolio and handled the related copyright due diligence. We also represented a major music publishing company in the largest-ever music industry IP securitization of royalty streams in global jurisdictions that include the United States, United Kingdom, Germany and Italy.
- We represented a music publisher in the proposed securitization of its music publishing assets, which would allow it to borrow against the more reliable revenues from its back catalogue.
- We advised two financial services firms in connection with a proposed staple financing and whole business securitization in connection with the acquisition of an entertainment company.
- We advised the owner of a major music catalogue on its proposed securitization as part of the disposal of the catalogue by the owner’s parent company for a figure in excess of $2 billion.
- We advised on structured finance transactions involving the music catalogues of several artists and structured a securitization of one of the largest multi-rights catalogues in the industry.
- We represented the lender on a transaction for a company which owns a large catalogue of songs. In this transaction the lender made a straight corporate loan to the catalogue owner and took security over a group of songs valued by independent appraisers in an amount in excess of the loan value.
- We represented a major national retailer in a $1.8 billion term securitization of a portfolio of major, internationally recognized consumer brand trademarks and their corresponding licensing agreements which we believe to be the largest IP securitization to date.
- We advised a global entertainment company as issuer in two securitizations of filmed entertainment receivables aggregating approximately $800 million.
- We represented an investor in the private placement of $600 million monoline-wrapped asset backed notes issued to securitize the trademarks and franchise agreements for the Sonic fast food chain.
- We represented the dealer in the $20 million private placement of asset backed notes to facilitate a securitization of the well-known shoe and clothing trademarks and related license agreements.
Whether a transaction is a joint venture, divestiture, strategic alliance, marketing collaboration or some other arrangement, we provide guidance on confidentiality and trade secret matters, and evaluate the abilities of intellectual property portfolios to shelter investments in products and markets. Our lawyers handle the regulatory and antitrust implications as well as the patent or trademark application issues. That means protecting clients' intellectual property rights in development, research, confidentiality and trade secret agreements.
We insure that all patents, trademarks, copyrights and publicity rights are fully secured before structuring the deal. We prepare the appropriate agreements, fully documenting all the terms of complex ownership and royalty issues and handling all the details of domestic and foreign distribution. That includes agreements covering all aspects of product distribution, including arrangements with distributors, sales representatives, value-added resellers (VARs) and franchisees.
Few firms come close to Mayer Brown's global experience at representing our clients as both sellers and purchasers of commercial licensing rights in patents, manufacturing designs, trademarks, digital content, technical know-how and trade secrets. Our goal in all such transactions is to work with our clients to ensure that the license meets the client's intellectual asset management strategy.
Because licensing agreements are often transnational, the tax treatment of royalties, dividends and interest generated by the arrangement receives our particular attention. Working in concert with our nationally ranked tax practice, we recommend optimum strategies involving corporate structure and operation and their effect on investment.
Our representative experience includes:
- A consumer and foodservice/food packaging company's sale of its packaging businesses for $530 million, involving 24 companies in 14 countries
- A specialty chemical manufacturer’s $1.8 billion combination with another chemical company to create the third-largest publicly traded US specialty chemicals company
- A global food manufacturer’s $2.6 billion purchase of all of the assets of a frozen food manufacturer, including well known food products
- A bakery’s $1.77 billion acquisition of a food manufacturer, including numerous well-known brands
- A private investment firm’s EUR 660 million sale of the champagne, wine and sparkling wine businesses
- A manufacturer of consumer electronics in the negotiation of re-seller agreements with a global electronics company, pursuant to which our client will have the right to sell DVD players employing patented technology owned by three electronics companies. After execution of these agreements, our client became the first consumer electronics company to enter into these innovative re-seller agreements for the importation and sale of DVD players from Chinese manufacturing plants.
- A global chemical company in its $11.67 billion stock-for-stock merger with a chemical manufacturer
- A surfacing materials manufacturer in its $427 million corporate restructuring
- A specialty pharmaceutical company in its $23 million acquisition of a medical device firm