1. ROPES & GRAY1 Family Offices, Private Equity and Strategics The Emerging Convergence in IP-Centric Acquisitions Harry Rubin Partner, and Co-Head, International Practice Group Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 harry.rubin@ropesgray.com 55920167_1.pptx

2. ROPES & GRAY2 The Current Global Acquisitions Environment Increasing competition (i) within Family Offices, PEs and Strategics and (ii) among Family Offices, PEs and Strategics for quality acquisitions IP (explicitly or implicitly) permeates global M&A –Financing, Securitization or Assertion 55920167_1.pptx

3. ROPES & GRAY3 For Every Deal That Goes Through, There are Nine That Don’t – Why? How should targets position themselves to attract acquirers? How can acquirers maximize their chances for completing an acquisition? What should you know about your competitors in a bidding process? How should you behave in the due diligence process to make the deal? –The importance of “emotional intelligence” 55920167_1.pptx

4. ROPES & GRAY4 Strategy 55920167_1.pptx Defensive Offensive “Intelligence gathering” Financial intangibles’ premium All about EXIT! ➢ IPO, sale or up-round Strictly numbers driven (7-9x EBITDA – Outliers possible) Strategics Family Offices PE s

5. ROPES & GRAY5 Strategy 55920167_1.pptx Long term acquisition Access to technology, customers and markets Cash and stock 3-5 years to exit Financial or portfolio company synergy Debt (up to 6x EBITDA) Strategics Family Offices PE s

6. ROPES & GRAY6 Diligence 55920167_1.pptx Short Targeted and selective Strategics Family Offices PE s Long Resource intensive; deep and wide Confirmatory Diligence – are there negative reasons NOT to do the deal? vs. Exploratory Diligence – are there affirmative reasons TO DO the deal?

7. ROPES & GRAY7 Diligence is an Extentially Important RECIPROCAL Process “Look and feel” and the interface experience Legal hygiene IP Strategy –IP enforcement –IP prosecution/registration –Potency of seller’s IP arsenal –Contractual IP protections 55920167_1.pptx

8. ROPES & GRAY8 Commercial Contracts – International Pitfalls Change of Control/Assignment Liability Non-Compete/Territorial Restrictions MFN Privacy – Data Security 55920167_1.pptx

9. ROPES & GRAY9 Commercial Contracts – International Pitfalls (Cont’d) 55920167_1.pptx Disaster Recover Source Code Open Source “For Sellers” Pre-exit audit Software is everywhere