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IP Strategies —August 2003
VEDDERPRICE
August 2003
IP Strategies
www.vedderprice.com
Trends in patent, copyright, trademark and technology development and protection
TAX ASPECTS OF
SELLING AND LICENSING
INTELLECTUAL PROPERTY
The sale or license of a patent, copyright, trademark,
trade name, and other similar intellectual property right
(collectively, “Intellectual Property” or “IP”), whether
by agreement or as a result of litigation, has tax
consequences that transferors and transferees must be
aware of to ensure that IP is transferred on a tax
advantageous basis. The tax consequences of
transferring IP varies depending on whether the IP is
sold or licensed and varies depending on the particular
type of IP involved. Patents, know-how, copyrights,
trademarks and trade names each have unique U.S.
federal income tax consequences, as discussed in detail
below. Before these rules are discussed however, it is
important to first understand the federal income tax
consequences of selling and licensing Intellectual Property
in general.
SALES V. LICENSE — IN GENERAL
A person who sells/assigns all (or substantially all) of
their rights to Intellectual Property will generally be
treated as having “sold” their interest in the IP asset for
federal income tax purposes, and generally will be taxed
at capital gain rates. A buyer on the other hand, will
generally be required to depreciate or amortize the
purchase price of the acquired IP over a specific period
of time. This period of time depends on several factors
which are outside the scope of this article. However,
acquired IP is generally depreciated or amortized over a
mandatory 15 year period, the remaining useful life of
the IP or some other method permitted under the Internal
Revenue Code of 1986, as amended (the “Internal
Revenue Code”).
In contrast, when Intellectual Property is licensed,
the licensor typically has ordinary income to the extent
of money actually or constructively received from the
licensee, and the licensee typically has a business expense
deduction for the amount of royalties incurred.
Example. The chart on page 2 illustrates these rules.
Assume a person transfers a patent worth $150 and the
transferor has an adjusted tax basis in the patent of $50.
Also assume that the patent had a remaining useful life
of 15 years, but, if licensed would only be licensed for
10 years.
As you will notice in the illustration on page 2, the
seller will net $135 ($150 purchase price – $15 tax) if the
IP is sold, but will only net $97.50 if the IP is licensed
(($15 annual royalty – $5.25 tax) x 10 years). However,
the licensor will still have an asset with a remaining useful
life of five years upon termination of the license.
These numbers reflect two key factors. First, when
you sell an asset, you can generally offset the purchase
price received with your basis, if any, in the asset sold,
whereas in a license transaction you cannot. And second,
as a result of federal tax legislation recently signed into
law, the marginal difference between the highest long-
term capital gain rate and the highest ordinary income
tax rate for individuals is 20%. The maximum long-term
capital gain tax rate is 15% and the maximum personal
income tax rate is 35% (note, corporations generally pay
the same rate of tax for net capital gains as ordinary
income (maximum 35%)). Furthermore, if a seller has
capital losses from unrelated transactions (for example
from current or previous stock market transactions), those
capital losses could offset some or all of the transferor’s
gain upon the sale of the IP, potentially netting zero federal
income tax on the transaction. Royalty income, unlike
sale proceeds, is ordinary income and cannot generally
be offset by any of the transferor’s unrelated capital
losses.
VEDDER PRICE
VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.
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With respect to the buyer/assignee or licensee, the
tax consequences are different as well. The buyer in
this example will recover its cost over fifteen years
yielding a deduction of $10/year, while the licensee in
this example will have a business expense deduction of
$15/year for ten years. Note, the higher deduction is
only good if you have enough income to offset it.
Now that the general rules of taxation are laid out,
let’s turn to how you determine whether a transaction is
a sale or a license for federal income tax purposes.
DETERMINING WHETHER A TRANSACTION IS
A SALE OR A LICENSE
To determine whether a transaction is a sale or a license
for federal income tax purposes, several factors need to
be considered: (1) the type of IP (e.g., patent, copyright,
trademark, etc. — as discussed below); (2) the facts and
circumstances of the transaction; and (3) who has the
“benefits and burdens” of ownership.
The transfer of title, although indicative of a sale, is
not necessarily conclusive. Similarly, the name given to
the agreement (e.g., License Agreement) although
helpful, is also not conclusive. Some courts, have
analogized property rights to a “bundle of sticks.” The
more sticks transferred, the more likely the transaction
will be characterized as a sale for federal income tax
purposes. Conversely, the more sticks retained, the more
likely the transaction will be characterized as a license
for federal income tax purposes.
The Internal Revenue Service (“IRS”) can and will
recast a transaction to reflect its substance and not its
form. For example, the transfer of an exclusive license
for the life of an IP asset will likely be treated as a “sale”
for federal income tax purposes and not as a license.
This is because the transferor has relinquished all valuable
rights to the IP for remainder of its life. Stated differently,
the transferor has transferred all or substantially all of its
“bundle of sticks” causing it to be treated as a sale and
not a license. If a license is recharacterized as a sale by
the IRS, royalty payments would be recast as installment
sale payments. This could dramatically change the
anticipated tax consequences for both the transfer and
the transferee as demonstrated above.
SALES V. LICNSE — PATENTS, KNOW-HOW,
COPYRIGHTS, TRADEMARKS AND TRADENAMES
Each type of Intellectual Property is treated differently
for federal income tax purposes. This is a function of
specific legislative enactments and the way differing lines
of case law have developed.
Patents
A patent owner’s interest in its patent consists primarily
of the exclusive rights to “make, use, sell, offer to sell
and import” the patented item. Therefore, in order to
“sell” an interest in a patent, the sale must consist of the
transfer of all of these rights (or an undivided interest in
all these rights). If the patent owner does not part with
all of these exclusive rights (other than the retention of
certain de minimis rights), the transaction will generally
be treated as a license.
A patent owner might be able to “sell” less than all
of his or her rights to a patent and still obtain favorable
EXAMPLE
Sales Transaction License Transaction
Seller:
$100 ($150 - $50)
x 15% (Long Term Cap. Gain Rate)
$ 15 Federal Income Tax
Buyer:
$150/15 yrs. = $10/yr. deduction
Licensor:
$150/10 yrs. = $15/yr. Royalty
$15 x 35% = $5.25/yr. of Tax
Licensee:
Business expense deduction of $15/yr.
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tax treatment. For example, the owner may be able to
sell the rights to a patent with in a particular restriction
(e.g., particular geographic area or product line).
However, the transferee must have the exclusive rights
to make, use, sell, offer to sell and import the patented
item within this restriction. Note, transferring less than
all of your rights to a patent must be done carefully to
ensure “sale” treatment.
Finally, unlike certain other IP, the method of paying
for a patent does not determined whether transaction is a
sale or license. Consideration can be fixed or contingent
(based on productivity or profits) and it can be payable
in one lump sum or over a period of time. However, if
you sell a patent and receive contingent consideration
payable over a period of time, care must be taken to
ensure “sale” treatment because this type of transaction
could resemble a license.
Special Rule for the Sale Of A Patent Created By
An Individual. The Internal Revenue Code carves out
a special exception for individual (i.e., not corporate)
inventors of a patent, and certain financial backers of
such inventors prior to the patent’s actual reduction to
practice. If such a person sells “all substantial rights” to
his or her patent (other then to a related party), the patent
will generally be considered a sale of a long-term capital
asset and taxed at favorable federal income tax rates
regardless of the length of time the patent or patent
application was held.
The phrase “all substantial rights” generally means
all rights to the patent which are of value at the time the
rights to the patent are transferred. This is a facts and
circumstances test. However, this test will not be satisfied
if the grant of rights is: limited geographically within
country of issuance; limited to a period of less than the
remaining life of the patent; less than all rights to fields
of use within the trade or industry; and, less than all of
the “claims or inventions” covered by the patent which
exist and have value at the time of the grant.
Long term capital gain treatment does not generally
apply to a transfer by an employee to his or her employer.
If the patent is acquired by an employer from its inventor/
employee, care must be taken to distinguish between
payments made for the transfer and salary payments.
The principal behind this is that the employee who was
“hired to invent” does not have any rights in those
inventions for which he or she can sell. Thus, payments
to the employee will typically be treated as additional
compensation and would be subject to ordinary income
and payroll taxes instead of capital gain taxes.
This special rule with respect to individual inventors
is specific only to patents. There is no counterpart rule
for copyrights, trademarks or know how. In fact,
copyrights have a rule that is practically the opposite to
this rule.
Know-How
Neither the Internal Revenue Code nor the regulations
thereunder define “know-how,” but the courts, including
the Tax Court, have characterized know-how as
“unpatented technology.” Know-how consists of things
such as technical data, secret processes and trade secrets.
To qualify as a “sale,” the transferor must generally
transfer all “substantial rights” to the know-how and
the transferee must generally have the right to bar
unauthorized disclosure of the know-how. If the
transferor retains any substantial rights to the know-how,
the transaction will likely be deemed a license and the
proceeds will be taxed as ordinary income.
The interesting difference with know-how is that,
even if a transfer qualifies as a sale for federal income
tax purposes, the know-how must be of a type to qualify
as a “capital asset” (as defined in the Internal Revenue
Code) to obtain favorable tax treatment. To qualify as
such an asset, an item being sold must be “property”
(another tax concept). The IRS has specifically stated
that two categories of know-how are property for capital
gain purposes: certain secret processes and formulas and
other secret information relating to a device or process
that is in the general nature of a patentable invention.
Case law has expanded on this definition, but each
situation is unique and must be carefully examined.
Therefore, although the transfer of know-how may
qualify as a “sale” for federal income tax purposes, the
transaction may nonetheless be taxed at ordinary income
tax rates.
Copyrights
The federal income tax treatment of a transfer of a
copyright depends on both the substance of the
transaction (e.g., how many “sticks” are transferred),
and who is selling the copyright. To get favorable tax
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treatment, if available (see below), the seller must again
part with “all substantial rights” in a given medium of
expression. An exclusive license in a medium of
publication (e.g. movie rights) for the life of the
copyright is generally treated as a “sale” for federal
income tax purposes. A non-exclusive license will
generally be taxed and treated as a license.
Copyrights, like patents, have a special rule for the
person whose personal efforts created the copyrighted
work. However, this rule is the opposite as that for
patents. If the creator of a copyrighted work sells all of
his or her interest in the copyright, the sale will be taxed
at ordinary income tax rates and not capital gain tax
rates. The only people who can qualify to receive capital
gain tax treatment on the sale of a copyright is generally
anyone other than the person who created the
copyrighted work, certain persons for whom the
copyrighted work was created and their donees.
Because the creator of a copyrighted work is taxed
the same regardless of whether their interest is sold or
licensed, the creator may not care how the transfer is
structured. But there are other tax considerations a
creator-transferor should consider. For example, the
creator-transferor can offset the purchase price received
for the copyright with his or her basis in the copyright, if
any, in computing the amount of tax upon a sale, which
is not possible if the protected work is licensed. In
addition, a license transaction can generate passive
income which could have adverse tax consequences
(e.g., application of personal holding company rules).
Finally, the buyer may have a preference for tax purposes
as to whether the copyrighted work should be licensed
or purchased and the creator-transferor’s relative
neutrality could be utilized to structure a transaction
advantageous to both parties.
Trademarks and Trade Names
A trademark or trade name can generally be “sold” if
the transferor does not retain any “significant power,
right, or continuing interests” with respect to the subject
matter of the trademark or trade name. If, however, any
such rights (defined below) are retained, the transaction
will be generally be taxed and treated as a license for
federal income tax purposes.
The term “significant power, right, or continuing
interests” includes, but is not limited to, the following rights
with respect to the interest transferred: 1) a right to
disapprove any assignment of such interest, or any part
there of; 2) a right to terminate at will; 3) a right to
prescribe the standards of quality of products used or
sold, or of services furnished, and of the equipment and
facilities used to promote such products or services; 4) a
right to require that the transferee sell or advertise only
products or services of the transferor; 5) a right to require
that the transferee purchase essentially all of its supplies
and equipment from the transferor; and 6) a right to
payment contingent on the productivity, use, or
disposition of the subject matter of the interest
transferred, if such payments constitute a substantial
element under the transfer agreement.
These factors are objective indicia of a license and
are consistent with the “bundle of sticks” analogy. For
example, if a transferor has a right to terminate a
trademark at will, the trademark should be characterized
as a license because that would not be consistent with a
licensee’s ownership of the IP. Conversely, it would be
consistent with transferor’s ownership of the IP.
Finally, unlike patents and copyrights, contingent
payments may pose a problem. Contingent amounts
received or accrued by the transferor on account of a
transfer, sale or other disposition of a trademark or trade
name are generally treated as ordinary income. Amounts
are contingent if they depend upon the productivity, use,
or disposition of the transferred property. Therefore, if
a transaction is structured as a sale, the amounts received
may nonetheless be taxed as ordinary income if such
payments are contingent on the productivity, use or
disposition of the trademark or trade name.
CONCLUSION
Patents, know-how, copyrights, trademarks and trade
names each have unique federal income tax
consequences that transferors and transferees must be
aware of to ensure that IP is transferred on a tax-
advantageous basis.
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MADRID PROTOCOL:
THE INTERNATIONAL
TRADEMARK APPLICATION
Effective November 2, 2003, the Madrid Protocol
Implementation Act of 2002 (MPIA) will introduce a
new and relatively easy and inexpensive way for U.S.
trademark application and registration holders (trademark
holders) to pursue multiple associated foreign trademark
registrations. Under MPIA, trademark holders will be
able to use a single international trademark application
to pursue multiple foreign trademarks from among the
fifty eight countries currently a party to the Protocol
Relating to the Madrid Agreement Concerning the
International Registration of Marks (Madrid Protocol).
A list of the countries, fees and other information can be
found on the World Intellectual Property Organization
(WIPO) web site: http://www.wipo.int/madrid/en/.
Advantages
The Madrid Protocol provides advantages in both the
application and post-registration phases of the foreign
trademark process. The advantages in the application
phase include:
1. the use of a single application regardless of
the number of countries designated;
2. the application need only be in English; and
3. the application is filed locally with the United
States Patent and Trademark Office (PTO).
The advantages in the post-registration phase include:
1. the existence of a guaranteed period (12 to 18
months) in which potential grounds of refusal
to protect a mark must be raised by the
individual designated states;
2. additional countries can be designated after
the initial registration;
3. a single location is provided for which to
record transfers, name and address changes,
etc.; and
4. a single request for renewal (10 year renewal
periods) paid to the International Bureau of
WIPO (IB) covers all of the designated states.
Application Phase
The application phase involves both the PTO and the IB.
Procedurally, a trademark holder files an international
application with the PTO. Next, the PTO certifies that
the information on the international application accurately
reflects the information relating to the corresponding U.S.
application or registration and then transmits the
international application to the IB. The IB then reviews
the international application to assure that the appropriate
fees have been paid and that the application otherwise
complies with the Madrid Protocol filing requirements.
As such, the IB does not perform any substantive
evaluation relating as to whether a mark qualifies for
protection in any forum or country. Once passing the
initial review, the IB registers the mark, publishes it in
the WIPO Gazette of International Marks, sends a
certificate to the owner, and notifies the designated
countries. If the international application is filed within
six months of the U.S. trademark application and claims
priority thereto, the international registration effective date
is the same as the U.S. trademark’s filing date and this
date is subsequently treated as the date that the mark
was filed with each of the designated countries.
Examination Phase
The examination phase involves both the designated
countries and the IB. Once notified by the IB, the
designated countries will examine the international
application under its own trademark laws. The trademark
office of any designated county has the right to refuse
trademark protection on any grounds on which an
application filed directly with such country could be
refused. Any such refusal is recorded in the IB’s
International Register. Further, the trademark holder has
the same right to contest the refusal of trademark
protection as an applicant who filed with the examining
trademark office directly. To the extent that the
examining trademark office limits an application to only
some of its originally designated goods, and where the
holder does not contest such limitation, the mark then
issues for such limited goods. An examining trademark
office must generally issue a refusal of registration within
twelve months from the date it was notified of the
designation, but may extend this period six additional
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months by request. Beyond this extended eighteen month
period, a registration may be still refused based on an
opposition. However, within the eighteen month period
the examining trademark office must notify the IB of the
possibility of such an opposition. Therefore, at the end
of the eighteen month period the trademark holder will
know the status of his mark in all of the designated
countries.
Recordation
The Madrid Protocol provides for recordation of the
following items in the international register:
1. change of name or address of the holder;
2. change in ownership of the registration;
3. limitation of the list of goods;
4. renunciation of the protection with respect to
one or more of the designated countries; and
5. cancellation of the international registration.
Such recordation simply requires the filing of
a form with the IB and payment of an
associated fee.
The recordation is effective for all designated countries
concerned.
Five Year Probation Period
For five years after the international registration, such
registration is dependent on the corresponding
application or registration in the PTO. During this time
any withdrawal or cancellation of the PTO application,
whether occurring during this period, or occurring after
this period for an action begun during such period, results
in the cancellation of the international application. To
the extent that the withdrawal or cancellation is simply
a limitation of the original set of goods, the corresponding
international application will also be so partially
cancelled. Any such negative activity at the PTO can be
countered by transforming the international registration
into a series of national applications in the desired
designated countries without losing the date of the
original international registration. However, if the five
year term expires without cancellation of the international
application, the international application then stands on
its own independently from the originally filed PTO
application.
Current Status Of U.S. Regulations
The PTO is currently in the rulemaking process regarding
implementing the Madrid Protocol. The Federal Register
of March 28, 2003, includes a notice of proposed rule
making regarding the Madrid Protocol and includes a text
of the proposed regulations. The deadline for comments
was May 27, 2003 and a public hearing was held on
May 30, 2003.
DAMAGES AS A RESULT OF PATENT
INFRINGEMENT MAY NOW BEGIN
TO ACCRUE AS OF PUBLICATION
OF A PATENT APPLICATION
The Intellectual Property and Communications Omnibus
Reform Act of 1999 (the “Act”) requires that patent
applications filed on or after November 29, 2000 be
published 18 months after the application’s earliest
priority date unless the applicant does not intend to
foreign file. As a result of the Act, instead of waiting
until a patent issues, the patent laws now grant
provisional rights to a patentee to begin to recover
reasonable royalties as a result of patent infringement
beginning on the date of publication. Prior to the Act, a
patentee could collect damages, such as reasonable
royalties or lost profits, from an infringer only after the
patent issued. Now, if an applicant discovers that a
competitor is practicing the subject matter claimed in
the published application before the patent issues, the
applicant may begin to calculate reasonable royalties
starting with the publication of the patent application as
opposed to issuance of the patent. In addition, the
competitor can now analyze the published application
to determine the likely scope of the claims and mitigate
their damages by redesigning their product so as not to
infringe the claims in the published patent application.
Although the claims may later be broadened, the
information gleaned by reviewing the prosecution history
provides the competitor with a better understanding of
the risks of its own product development.
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If an application is published, the Act grants limited
provisional rights to the applicant. According to the Act,
these limited provisional rights give the applicant the right
to a reasonable royalty against one who makes, uses,
offers for sale, sells, or imports in the United States the
invention as claimed in the published application, subject
to the following conditions. First, although the Act
provides for a reasonable royalty beginning on the date
of publication, no explicit provisions for lost profits or
any other type of damages as a result of patent
infringement are established in the patent statute.
Second, in order for reasonable royalties to begin to
accrue as of publication of the patent application, the
claims in the published application must be “substantially
identical” to the invention as claimed in the issued patent.
The meaning of “substantially identical” is not defined
in the statute. It may be that modification of a published
claim that substantively changes its scope will not be
considered to be substantially identical with an issued
claim. Therefore, in order to maximize the potential
provisional rights, applicants should attempt to have a
range of claims in the published application, e.g., the
range of claims should include claims having a broad
scope and claims having a narrow scope. This will
provide the applicant with a better chance of having some
of the published claims substantially identical to an
issued claim since a published narrow claim may issue
without modification even when a published broad claim
requires substantial modification. The Act also permits
applicants to redact portions of an application for
publishing. This enables an applicant to prevent
publication of material that will not be published
internationally.
The third condition that must be met in order for
provisional rights to be available is that the potential
infringer must be given “actual notice” of the published
application. What is required to provide “actual notice”
is not defined in the Act. However, the legislative history
suggests that the “actual notice” requirement is similar
to the actual notice requirement under 35 USC §287(a)
that the Federal Circuit has held requires that the patent
owner provide an affirmative communication of a
specific charge of infringement by a specific accused
article or process. Therefore, it is unlikely that merely
sending a copy of the published application, without more,
would satisfy the actual notice requirement of the Act.
Additionally, if the patentee is aware of a potential
infringer, the patentee may file a petition to make special
at the time of filing of the patent application to seek early
examination of the application and prompt issuance of a
patent, which potentially could occur before the eighteen
month period for publication.
The fourth condition is that the right to obtain a
reasonable royalty is only available if the infringement
action is brought within six years after the patent is issued.
This is consistent with 35 USC §286 that prevents the
recovery of damages for any infringement that was
committed more than six years prior to the filing of the
claim for infringement. Since the provisional rights mature
only when the patent issues, the ability to enforce these
rights for six years is analogous to the right to obtain
damages for a particular past act of infringement.
The Act’s provision requiring the publication of U.S.
patent applications is a significant departure from the
prior law by changing the point in time for calculating
the accrual of reasonable royalties. Although the effect
of the law is tempered by requiring the issued claims to
be substantially identical to the published claims, and
by requiring actual notice under the Act, the accrual of
damages beginning with publication provides significant
new options for patentees to expand their patent
enforcement and licensing programs.
VEDDER PRICE ADDS NEW
IP LAWYER
MARK A. DALLA VALLE
Mark A. Dalla Valle, formerly a partner with the law
firm of Wildman, Harrold, Allen & Dixon has joined the
growing Intellectual Property practice as a Shareholder
at Vedder Price.
Mr. Dalla Valle counsels clients in the field of
patents, trademarks and copyrights, concentrating in
serving technology clients, particularly those involved
in the design, manufacture and sale of electronic devices,
circuits and systems. He has written, filed and prosecuted
hundreds of patents in many areas of technology including
semiconductor fabrication and design, radio frequency
circuits and systems, fiber optic signal processing,
telecommunications circuits and systems, analog and
digital circuits and systems, and computer hardware and
software. He also provides validity and infringement
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opinions as well as the preparation and prosecution of
trademark and copyright applications and technology
licensing agreements.
An electrical engineering graduate of DeVry Institute
of Technology (B.S.E.E.) and the University of Southern
California (M.S.E.E.), Mark received his legal education
at Loyola Law School (Los Angeles). Prior to entering
into private practice, he worked for approximately ten
years as a design engineer at Telease Technology and as
a test engineer, design engineer and engineering manager
at Hughes Aircraft Company.
Mr. Dalla Valle is licensed to practice in Illinois and
California. He is admitted before the U. S. District Courts
for the Northern, Central and Southern Districts of
California as well as the U. S. Court of Appeals for the
Ninth and Federal Circuits. Since 1990, he has been
registered to practice before the U. S. Patent and
Trademark Office.
IP Strategies is a periodic publication of Vedder, Price, Kaufman & Kammholz, P.C. and should not be construed as legal advice
or legal opinion on any specific facts or circumstances. The contents are intended for general informational purposes only, and
you are urged to consult your own lawyer concerning your own situation and any specific legal questions you may have.
We welcome your suggestions for future articles. Please call Angelo J. Bufalino, the Intellectual Property and Technology Practice
Chair at (312) 609-7850 with suggested topics, as well as other suggestions or comments concerning materials in this newsletter.
Executive Editor: Angelo J. Bufalino, Contributing Authors: David C. Blum, Themi Anagnos and Brent A. Boyd
© 2003 Vedder, Price, Kaufman & Kammholz, P.C.. Reproduction of this newsletter is permitted only with credit to Vedder, Price,
Kaufman & Kammholz, P.C.. For additional copies or an electronic copy of this newsletter, please contact Mary Pennington at her
e-mail address: [email protected], or (312) 609-5067.
Chicago
222 North LaSalle Street
Chicago, Illinois 60601
312/609-7500
Fax: 312/609-5005
About Vedder Price
Vedder Price is a national, full-service law firm with approximately 200 attorneys in Chicago, New York and Livingston, New Jersey.
Technology and Intellectual Property Group
Vedder, Price, Kaufman & Kammholz, P.C. offers its clients the benefits of a full-service patent, trademark and copyright law
practice that is active in both domestic and foreign markets. Vedder Prices practice is directed not only at obtaining protection
of intellectual property rights for its clients, but also at successfully enforcing such rights and defending its clients in the court
and before federal agencies, such as the Patent and Trademark Office and the International Trade Commission when necessary.
We also have been principal counsel for both vendors and users of information technology products and services. Computer
software development agreements, computer software licensing agreements, outsourcing (mainly of data management via
specialized computer software tools, as well as help desk-type operations and networking operations), multimedia content
acquisition agreements, security interests in intellectual property, distribution agreements and consulting agreements, creative
business ventures and strategic alliances are all matters we handle regularly for our firm's client base.
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