The deal required the insuring of two agreements, an IP transfer agreement and an investment agreement both of which contained a full suite of IP warranties, protecting the institution. One of the warranties concerning non infringement of the solution had forward looking effect.

Being a sell-side like transaction we did not have the benefit of any buy side diligence and no third party vendor diligence was prepared for the transaction. We conducted an initial patent risk landscape and IP litigation review of the target’s DLT solution, with a focus on Europe. We also worked with the technical specification provided by the developers to map out potential open source risk.

A highly regarded European financial institution had developed its own distributed ledger technology (DLT) solution based on various open source platforms for use with fund transaction processing.

The institution spun out this solution, transferred the IP into a new company and entered into investment and licensing agreements with a number of funds who would use the service.

Using our technology solutions in lieu of the parties’ diligence, we became comfortable with the risk profile of the technology solution and the high caliber of the parties to transaction, including their generally conservative appetite towards risk. We were able to offer full back to back coverage for the IP warranties in the IP transfer agreement and investment agreement, including those which had forward looking effect, without the parties having to engage third party diligence providers.