Introduction This IP due diligence questionnaire relates to the proposed purchase by [insert buyer name] (the Buyer) of the [entire share capital of [insert name of target company] Limited incorporated in England and Wales under number [insert company number] (the Company) OR [insert description of the business to be acquired] (the Business) as a going concern, together with certain assets used in the Business ] from [insert seller name] (the Seller) (the Proposed Acquisition). This questionnaire is designed to enable the Buyer, the Buyer's solicitors, patent and trade mark attorneys and other professional advisers to obtain information relating to the IP owned and/or used by the [ Company and its subsidiaries OR Business OR which the Buyer requires to assist in the valuation of the Company OR Business and with the negotiation of the Proposed Acquisition]. Please answer every question fully. Please provide your answers in italics underneath each question and provide copies of all relevant documentation, ensuring that all answers and documents are clearly marked by reference to the appropriate paragraph

This Practice Note considers Regulation (EU) 608/2013 (the Customs Regulation). This Practice Note: • examines the requirements of the Customs Regulation • considers how the regime has changed from the previous EU customs system, and • provides practical guidance on formulating a border detention strategy and completing the ‘application for action’ (AFA) The requirements of the Customs Regulation and changes from the previous system The Customs Regulation extended and developed many of the features of its predecessor, Regulation (EC) 1383/2003. Many of the basic principles however remain the same. In summary, the Customs Regulation grants powers to customs authorities in all EU Member States to seize and destroy products which are found to infringe certain IP rights. See below for details of the IP rights covered. Customs authorities are granted powers to seize goods they suspect infringe IP rights of rights holders that have recorded those rights with the customs authorities. However, once detained, it is for the rights holder to certify that the products in question are infringing. If this is

This Agreement is made on [insert date] Parties 1 [insert licensor name] [of OR a [company OR partnership OR limited liability partnership OR [incorporated OR constituted OR in [insert jurisdiction, eg England and Wales] whose registered number is [insert company or LLP number] and whose [ registered office OR principal place of business OR is at OR [insert address] (Licensor); and 2 [insert licensee name] of OR a company OR partnership OR limited liability partnership] incorporated OR constituted] in [insert jurisdiction, eg England and Wales] whose registered number is [insert company or LLP number] and whose registered office OR principal place of business] is at] [insert address] (Licensee) (each of the Licensor and the Licensee being a party and together the Licensor and the Licensee are the parties). Background (A) The Licensor owns the Technology IP. (B) The Licensee has agreed to evaluate the Technology IP so that it can decide whether to take a licence of it according to the terms below. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity; Commencement

This Agreement is made on [insert date] Parties 1 [insert licensor name] [of OR a [company OR partnership OR limited liability partnership OR [incorporated OR constituted OR in [insert jurisdiction, eg England and Wales] whose registered number is [insert company or LLP number] and whose [ registered office OR principal place of business OR is at OR [insert address] (Licensor); and 2 [insert licensee name] of OR a company OR partnership OR limited liability partnership] incorporated OR constituted] in [insert jurisdiction, eg England and Wales] whose registered number is [insert company or LLP number] and whose registered office OR principal place of business] is at] [insert address] (Licensee) (each of the Licensor and the Licensee being a party and together the Licensor and the Licensee are the parties). BACKGROUND (A) The Licensor owns the Technology IP. (B) The Licensee has agreed to evaluate the Technology IP so that it can decide whether to take a licence of it according to the terms below. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity; Commencement

How the fashion industry works The fashion industry is a globalised, billion-dollar, fast-moving industry, with clothing and accessories often being designed in one country, manufactured in another country and sold worldwide in retail stores or online. Each year, fashion houses design, manufacture, show and sell at least a spring/summer and autumn/winter collection. Each creates hundreds of designs, all of which need to be attractive to consumers and more desirable than those of competitors. As attractive as these designs may be, they often have a very short shelf life—a garment that is this season’s hit may be completely outdated the following year. These issues pose certain challenges to the creators of fashion items, in particular when it comes to protecting their designs from being copied by competitors or counterfeiters. The transient nature of fashion items raises a number of issues such as: • whether it is worthwhile seeking protection through registrations of IP rights • what rights should be protected, and

This Practice Note is a horizon scanner, tracking key future developments in EU IP law. It provides key dates for your diary (including forecasted dates where the actual date is unknown) and relevant commentary on: • Legislation and consultations: ◦ Regulations and Directives not in force, partially in force or subject to staged introduction ◦ Open consultations and consultations pending response • Case appeals: ◦ European Patent Office (EPO) Enlarged Board of Appeal (EBA) This horizon scanner does not cover past developments, such as legislation that has come into force or judgments that have been handed down. For details of past developments in EU IP law, see Practice Notes: • Copyright and databases tracker—EU • Designs tracker—EU • Patents tracker—EU • Trade marks tracker—EU This horizon scanner does not cover developments in the UK. For more information on developments in the UK, see Practice Notes: • IP horizon scanner—UK • Copyright and databases tracker—UK • Designs tracker—UK • Patents tracker—UK • Trade marks tracker—UK Legislation and consultations What’s happening? When? What’s the impact? Find out more Consultation

This Practice Note is a horizon scanner, tracking key future developments in UK IP law. It provides details of key dates for your diary (including forecasted dates where the actual date is unknown) and commentary on: • Legislation and consultations: ◦ Acts not in force, partially in force or subject to staged introduction ◦ Statutory Instruments in progress, partially in force or subject to staged introduction ◦ International treaty implementation instruments ◦ Open consultations and consultations pending a response • Case appeals: ◦ Supreme Court ◦ European Patent Office (EPO) Enlarged Board of Appeal (EBA) This horizon scanner does not cover past developments, such as legislation that has come into force or judgments that have been handed down. For details of past developments in UK IP law, see Practice Notes: • Copyright and databases tracker—UK • Designs tracker—UK • Patents tracker—UK • Trade marks tracker—UK This horizon scanner does not cover developments outside the UK. For more information on developments in the EU, see: Trackers and horizon scanning (EU Law)—overview. The

This Practice Note introduces the IP issues which have an impact in 3D printing. It covers enforcement of patents, design rights, copyright and trade marks and looks at various different industry applications for 3D printing and the specific IP implications of those. What is 3D printing? Conventionally, objects were made by casting in a mould or by machining material from a block of steel, wood or the like or some combination of such techniques. 3D printing, also referred to as additive manufacturing (or AM), approaches manufacture from a different direction, and builds up an object layer by layer under computer control using a digital design file. This digital design file, which is typically generated from a 3D CAD (computer-aided design) file of the object, and is referred to in this Practice Note as the 'data file', contains all of the relevant instructions and information the 3D printer needs to produce the 3D object, specifying the size and shape of the object, as well as any surface decoration. The data file can be created from scratch or by

This Practice Note focuses on the intellectual property (IP) rights aspects of asset purchase transactions, alongside some more general issues that commonly arise in the context of an asset purchase. This has been approached mainly from the buyer's perspective, but also flags some concerns for the seller where relevant. For a detailed checklist of issues, see: Asset purchase transactions—IP issues—checklist. This Practice Note raises issues that are pertinent to the purchase of assets in a business that has some valuable IP assets, rather than the acquisition of a technology, software or web-based business (for which IP is at the core of its business, and would require a more comprehensive series of IP-specific enquiries and protections). For specific guidance on buying a software business, see Practice Note: Buying a software business—key considerations and for further discussion of the issues relevant to the IT aspects of corporate transactions, see Practice Note: Corporate transactions for technology lawyers. Asset purchase or share purchase? In many respects, the process and issues to consider will be the same no matter whether

This Practice Note focuses on the IP rights aspects of share purchase transactions, alongside some more general issues that commonly arise in the context of a share purchase. This has been approached mainly from the buyer’s perspective, but also flags some concerns for the seller where relevant. For a detailed checklist of issues, see: Share purchase transactions—IP issues—checklist. This Practice Note raises issues that are pertinent to the purchase of shares in a company that has some valuable IP assets, rather than the acquisition of shares in a technology, software or web-based company (for which IP is at the core of its business, and would require a more comprehensive series of IP-specific enquiries and protections). Share purchase or asset purchase? In many respects, the process and issues to consider will be the same no matter whether shares or assets are being acquired. There are some important differences, which are flagged, where relevant, below. In basic terms, a share purchase involves the shares in a company being acquired from the ‘individual shareholders’

This Practice Note provides links to UK Intellectual Property Office (IPO) guidance on intellectual property (IP) rights in various key markets. These can be found on the IPO’s International IP service page. The IPO has published the following country guides which set out guidance on managing IP in certain

This Practice Note compares patents, supplementary protection certificates (SPCs), trade secrets, copyright, database rights, design rights, trade marks and causes of action in passing off by reference to the following factors: how protection arises, what is protected (including, eg originality/novelty requirements), duration of protection, territory, ownership, infringement, defences to infringement, and threats provisions. It then considers the key advantages and disadvantages of each IP right. This Practice Note focuses on the IP rights which provide protection in the UK. Following Brexit, the UK is no longer part of the EU trade mark (EUTM) or EU designs regimes. These are regimes which provide for unitary IP rights covering the EU Member States. However, as explained in detail below, provision has been made for comparable rights to be created in the UK. This Practice Note does not cover the EUTM and EU designs regimes in detail. For more information, see: Trade marks (EU Law)—overview and Designs (EU Law)—overview. For more information about the impact of Brexit on the trade mark and designs regimes, see Practice Notes: Trade mark rights