Change of control clause review for the whole inherited estate — every contract read, every consent and notice sent on its clock
Every inherited contract read in days, and each consent and notice sent before its clock runs out.
See one case, screen by screen ↓The deal closes and the clocks start. Somewhere in the target’s data room are a few hundred contracts that need a consent request, a notice or a decision — and a few thousand that need nothing. Some counterparties may terminate if they have not consented within 60 or 90 days. Many notice clauses give 30 days. Exclusivity and non-compete covenants written for the target now reach every programme of the acquirer.
Finding them means reading every agreement for assignment, change-of-control, exclusivity, most-favoured and notice wording, then deciding what each clause means under the deal structure — a “by merger, by operation of law” clause bites under a reverse triangular merger where a plain anti-assignment clause does not. By the time an outside-counsel first pass comes back, the first notice deadlines have already gone, and the covenant that reaches your Phase 3 asset is one row in a spreadsheet.
Estimated split for an inherited estate of a few thousand contracts, by hand and with the solution.
Four agents read and triage every inherited contract, two more draft the letters and chase the replies; counsel confirms each outcome and a signatory signs.
Northwind Bio acquired Kelvara Therapeutics by reverse triangular merger, closing Sep 14, 2026. It is day 23. Here is the integration counsel’s morning, screen by screen, in the working solution.
Lena opens the solution and sees where the deal stands: 2,846 Kelvara contracts read, triaged in 4 days (Sep 15–18); 336 need action; 121 clocks end by Oct 14; 27 of 74 consents secured. Every contract is one square on the estate wall, coloured by outcome and grouped by family, and “Needs you” lists what is hers today, each with its clock.
“119 change-of-control notices · Due Oct 14 · draft them all in one step.”
“Open next consent” brings up KLV-L-0042, the Exclusive License Agreement with Aldermoor University Research Foundation — 31 pages, Delaware law, a 4.5 % royalty, and the licence KLV-210 rests on. Data room intake confirms the executed version and groups 2 amendments, the Clause finder finds 6 relevant clauses, the Trigger analyst applies the deal structure and Delaware law, and the Commitments checker tests it against 6 Northwind commitments.
Every step is shown as it runs, with what it found.
The proposal is Consent needed, with a 37-day ring: without consent the Foundation may terminate within 60 days after closing — by Nov 13, 2026. The reasons are listed and cited: Northwind bought 100 % of Kelvara’s voting securities, a Change of Control under §14.3(a); consent may not be unreasonably withheld; requests go to the Office of Technology Licensing.
“§14.2 reaches transfers ‘by merger, by operation of law, by Change of Control’ — so it applies even though the deal was a reverse triangular merger and Kelvara is still the same company.”
Lena clicks a citation and the agreement opens at page 21: §14.2, §14.3 and the §14.4 termination right highlighted in the original wording, and the Article 20 notice address on page 24. She can confirm the outcome, change it with a reason, or send the contract to a lawyer.
Lena confirms. The Letter writer drafts the request from “Consent request — licence v3”, approved by Legal: the Foundation’s notice address from Article 20, the agreement date, §14.2 quoted and cited. Only the highlighted fields are filled; the legal wording is locked.
Guard rails: “Closing has happened (no gun-jumping) · signatory has authority · no legal wording changed.”
Consent requests are signed by Omar Haddad. The letter goes to him for e-signature; once he signs, it is sent to the Foundation and the contract moves to Letter out. The activity tab holds every step — the intake, the clauses found, the proposal, Lena’s confirmation, the draft, the signature and the send — with who did it and when.
Solvane Pharma’s Co-development and Option Agreement binds Kelvara “and its Affiliates” not to develop any IL-23 pathway product for inflammatory bowel disease — and its Affiliate definition covers Affiliates “now or hereafter existing”. Northwind’s Veltrimab, an IL-23 p19 antibody in Phase 3 for ulcerative colitis and Crohn’s disease, overlaps on mechanism, indication and territory. The §7.4 acquirer carve-out is available: Veltrimab existed at closing and nothing in the data room shows shared people or data.
“It needs a written notice to Solvane by Oct 14 and a firewall.”
Three options, each with its consequence: rely on the acquirer carve-out and firewall Veltrimab (recommended), ask Solvane for a waiver, or escalate to the deal team for a divest-or-terminate decision within 90 days under §7.5. Omar records his decision with a note; the acquirer-programme notice is drafted for his signature and the firewall memo goes to both programme leads.
The Commitments checker never decides a conflict — Omar Haddad does.
From the Letters board, Lena drafts all 119 change-of-control notices due Oct 14 at once — 119 contracts across 8 families. Each uses “Change-of-control notice v4”, quotes the contract’s own notice clause and goes to the address in that contract. Lena is the approved signatory for notices, so she then signs once for all of them, and each signature is recorded per letter.
“Closing has happened · no legal wording changed · 3 addresses checked against the counterparty register.”
Contracts read, letters sent, replies received, consents secured and clocks open in the next 14 days — 155 letters out and 79 replies since Sep 14 in the sample deal. The family × outcome grid opens any cell, and reply rates show which families are slow. The Response tracker chases consents after 7 days.
The same deal, seen by the five people who carry it after closing — what their weeks looked like, and what they look like now.
Four agents read and triage every inherited contract, two more draft the letters and chase the replies; counsel confirms each outcome and a signatory signs.
Reads the data-room export, classifies each file, keeps the executed version and groups amendments, work orders and side letters under their agreement — with counterparty, effective date, governing law and page count.
Finds assignment, change-of-control, exclusivity, non-compete, most-favoured, termination, notice and data-protection clauses, with page and section, and the defined terms they depend on.
Applies the deal structure and governing law to each clause: consent, notice, no action or lawyer’s read — with the clock and the consequence of missing it.
Compares every exclusivity, non-compete and most-favoured term with the Northwind commitments register — mechanism, indication, territory and term — and looks for acquirer carve-outs and their conditions.
Drafts consent requests, notices, carve-out notices and amendment requests from approved templates, quoting the triggering clause and routing each to the approved signatory.
Reads replies and e-signature envelopes, records consent or acknowledgement, chases after 7 days and escalates before termination windows close.
Confirms each outcome; a signatory signs. The agents propose; a named person decides.
Counsel and contract owners can ask about any inherited contract, clause, clock or letter in plain words — or tell it what to change. Answers cite the clause.
Why does Aldermoor need consent after a reverse triangular merger?
Because §14.2 does not stop at assignment: it bars transfer “whether voluntarily, by merger, by operation of law, by Change of Control or otherwise” without the Foundation’s consent. Northwind bought 100% of Kelvara’s voting securities — a Change of Control under §14.3(a). Without consent the Foundation may terminate within 60 days of closing — by Nov 13 — and KLV-210 depends on this licence. Consent may not be unreasonably withheld; the request goes to its Office of Technology Licensing.
What has to go out before Oct 14?
By Oct 14 (Day 30): 119 change-of-control notices, such as the Merrowfield MSA notice under §18.3, and 2 carve-out notices, such as Solvane under §7.4. The notices need no consent and can be drafted now from Change-of-control notice v4. The carve-out notices wait for Omar Haddad’s decision.
Could a letter go out too early?
No. The guard rail “No letter leaves before closing” is locked on: before Sep 14 the Letter writer could prepare drafts, but e-signature refuses to send while the deal is open. Every send is recorded with the closing evidence in the audit trail.
Add a rule: flag every royalty step-up for a lawyer
Added the rule “Flag a royalty or fee step-up triggered by a change of control” to the triage rules — on, effective now. It flags 3 contracts today, including Stellan Antibody Labs §6.3 (2% → 3%). Each goes to a lawyer’s read before any letter. You can switch it off in Settings.
13 screens from the working solution, on its sample data. Pick one to see it large.
The deal structure, the triage rules, the confidence line and who signs what are settings — change one and the triage follows.
| Setting | Default | Choose from |
|---|---|---|
| Deal structure | Reverse triangular merger | Reverse triangular merger · Forward merger · Asset purchase |
| A lawyer reads it below this confidence | 85 % | 80 · 85 · 90 % |
| Treat “by merger” and “by operation of law” wording as triggered | On | On · Off |
| Send IP licences and personal-services contracts to a lawyer | On | On · Off |
| No letter leaves before closing | On | Locked by Legal |
| Who signs consent requests | Omar Haddad | Omar Haddad · Lena Ortiz |
| Who signs change-of-control notices | Lena Ortiz | Lena Ortiz · Omar Haddad |
| Contracts above $5M a year | Omar Haddad + business owner | Omar Haddad + business owner · Omar Haddad |
Every figure is labelled: a target the solution is built to, an estimate, a typical published result, or a proven one.
“demo” = seen in the working solution, on its sample deal · “estimated” = our estimate · “typical” = published figures (typical inherited estates of 2,000–5,000 contracts). People and companies named on this page are characters in the working solution.
After an acquisition, every contract the target signed is read for assignment, change-of-control, exclusivity, non-compete, most-favoured and notice terms, to find which ones need the counterparty’s consent, a notice, or a decision. Acquisition Contract Change-of-Control Review has agents read and triage the whole estate, and counsel confirms each contract that needs action.
The deal structure is a setting: reverse triangular merger, forward merger or asset purchase. Under a reverse triangular merger the target stays the contracting party, so a plain anti-assignment clause is not triggered — in the sample deal, 1,184 such clauses stay at No action. Clauses that reach transfers “by merger, by operation of law or change of control”, true change-of-control clauses and notice duties still apply.
Yes. The Commitments checker compares every exclusivity, non-compete and most-favoured term with your commitments register — mechanism, indication, territory and term — and looks for acquirer carve-outs and their conditions. It raises each conflict; a named lawyer decides it.
The approved signatory set in Settings — in the sample deal, the Associate General Counsel for consent requests and integration counsel for notices, with the business owner co-signing contracts above $5M a year. Letters are sent by e-signature, and no letter can leave before closing.
No. Letters come only from templates approved by Legal. The Letter writer fills the fields — notice address, dates, sections — and quotes the triggering clause; the legal wording is locked.
Yes. The agents propose and cite; counsel confirms or changes every outcome, contracts below the confidence line, IP licences and personal-services contracts go to a lawyer’s read, conflicts are decided by a named lawyer, and refusals or conditional consents always go to a person.
They are read the same way. In the sample deal, 46 late files were added: 39 duplicates linked to their agreements and 7 amendments grouped under theirs. Files are never discarded.
The Agentic Solution Engine builds and deploys it from your requirements and documents — your letter templates, your commitments register and a sample of your data room — and it goes live once every quality gate has passed. We will walk you through it on your own contracts first.
Every patent, court and settlement change becomes a decided, cited generic entry date for each market within hours.
1-min filmPatent ChallengesEvery generic or biosimilar challenge gets its clocks set and a cited response pack the same day, with weeks left to decide.
1-min filmThird-Party ContractsEvery contract on their paper redlined against your playbook and back in under two days.
1-min filmWe’ll run Change-of-Control Review on a sample of contracts from your own data room.