Evaluation of the Trade secrets

• Work with target to identify key trade secrets
• Assess measures in place for protection of key trade secrets
  • CDAs and non-use agreements
  • Security measures applied to trade secrets
  • Is access limited to those who “need to know”
    ✓ Locked doors/files
    ✓ Computer passwords
    ✓ Strong limits on visitors
    ✓ Limitations on copying
  • Review written policy for maintaining trade secrets
• In-licensed trade secrets
  • Transferable under license?
  • Target complying with license?
  • Scope of license meets needs of acquirer?
  • Enforcement obligations?
  • Exclusivity?

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