Licensing, due diligence, acquisitions, and strategic commercial arrangements built around intellectual property assets — for corporates, investors, and international law firms.
Intellectual property has moved to the centre of the modern deal. In a growing share of the transactions that matter commercially — technology acquisitions, brand licensing programmes, cross-border distribution arrangements, strategic investments into IP-rich businesses, and the sale or spin-out of IP assets themselves — it is the intellectual property, not the physical infrastructure or the headcount, that determines the valuation. The quality of the contractual machinery built around that intellectual property determines whether the commercial expectations of the parties hold up after signing.
Gershoni & Co. advises corporates, investors, and international law firms on the intellectual property dimension of commercial transactions affecting the Israeli market. We draft, negotiate, and close the full spectrum of IP-based agreements — licences, assignments, exclusive distribution and importation arrangements, collaboration and development agreements, franchise and co-branding arrangements, and the IP components of M&A and investment transactions. Our role spans the full life-cycle of a deal: from the strategic structuring conversations that precede the term sheet, through focused IP due diligence, to the drafting and negotiation of the definitive documentation, and — where it matters most — to the post-closing enforcement and management of the arrangements put in place.
The commercial practice is led by Adv. Sa’ar Gershoni, the firm’s founder and managing Partner. With an LL.M. in Law and Technology, and authorship of a Supreme Court-cited work on parallel importation and intellectual property, he brings to commercial transactions precisely the combination international counterparties look for: substantive IP expertise, commercial fluency, and direct personal conduct of the file. Complex transactions draw on the wider capabilities of the firm — Adv. Avishay Bigman on trademark and prosecution-facing aspects of due diligence and licensing, and Adv. Raanan Ben-Ishay on the dispute-risk assessment and post-closing enforcement dimensions of transactions — so that the IP advice delivered at the commercial phase is informed by the enforcement expertise that will protect the transaction later.
→ Full-spectrum IP commercial work · licensing · distribution · M&A · investments
→ IP due diligence · transactional risk assessment · chain-of-title review
→ Specialist in exclusive importation and distribution arrangements affecting Israel
→ Transactions advice built on first-hand IP enforcement experience
→ Regular counsel to foreign IP firms and in-house teams on the Israeli dimension
Read Our Reviews
A personal story: I ran into a small-but-urgent problem and started checking a few options on Google. Saar was the first I reached out to because of his informative content, and he replied on WhatsApp within 2 minutes. A 5-minute phone call and a two-hour wait later, what seemed like it would take months was resolved quickly and smoothly. Truly amazing. Thank you again!
At first, I was skeptical—just another lawyer making promises I doubted would be kept. Saar Gershoni proved me completely wrong. He explained exactly how to prove the copyright infringement on my video, documented everything professionally, , and the competitor removed the video and issued a written apology. He was patient and attentive despite my initial doubts, and in the end
A personal story: I ran into a small-but-urgent problem and started checking a few options on Google. Saar was the first I reached out to because of his informative content, and he replied on WhatsApp within 2 minutes. A 5-minute phone call and a two-hour wait later, what seemed like it would take months was resolved quickly and smoothly. Truly amazing. Thank you again!
OUR APPROACH
IP transactions informed by IP enforcement
A licence that reads cleanly on the signing-day package may look very different in the hands of a judge two years later, when one party is seeking to enforce a termination right, recover unpaid royalties, or resist an allegation that its conduct fell outside the scope of the licensed rights. The commercial documents that hold up under that kind of scrutiny are drafted by practitioners who have seen how IP disputes unfold in the Israeli courts — and who have structured the transaction with the enforcement posture already in mind.
Our commercial practice is built on that foundation. Every significant agreement we negotiate is drafted by a team whose litigation and enforcement work extends across the same subject matter: trademark and passing-off disputes, copyright and software claims, patent and trade-secret cases, and — at the cross-border interface — the grey-market and parallel-importation disputes on which Adv. Gershoni has published and the Supreme Court has cited. The result is documentation that is commercially effective at signing and procedurally defensible afterwards.
Drafting IP transactions without enforcement experience is like drafting insurance policies without ever having processed a claim. The document reads well until the moment it is actually tested.
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WHAT WE DO
The full transactional IP toolkit
Licensing — the commercial backbone of the IP economy
Licensing is the mechanism through which intellectual property is most frequently monetised, and the area in which contractual precision matters most. We draft and negotiate licence agreements across the full range of IP assets and commercial contexts, including: exclusive, sole, and non-exclusive licences; field-of-use, territory, and channel-restricted licences; royalty-bearing and paid-up arrangements; cross-licences; sub-licensing structures; software licences, including SaaS, cloud, and enterprise arrangements; trademark and brand licences, including trade-dress and co-branding structures; copyright and content licences for media, publishing, software, and data; patent licences, including pharmaceutical, medical-device, and technology sector arrangements; and know-how and trade-secret licences.
We advise on the full architecture of a licensing arrangement: the precise definition of the licensed rights; quality-control and brand-protection obligations (without which a trademark licence risks undermining the validity of the mark itself); reporting, audit, and royalty-verification mechanisms; permitted sub-licensing and assignment provisions; change-of-control and insolvency protections; territorial and channel restrictions and their competition-law implications; performance and minimum-royalty obligations; events of default and termination consequences; and post-termination obligations, including the treatment of residual inventory, existing sub-licences, and retained materials.
Exclusive importation and distribution arrangements
Exclusive importation and distribution agreements — the arrangements by which a foreign rights holder grants an Israeli partner the right to act as the authorised channel for products bearing its brand, or protected by its IP, in the Israeli market — sit at the intersection of IP, commercial, and competition law. Done correctly, they create a defensible commercial position for both sides and a structured basis for excluding grey-market and parallel imports. Done poorly, they leave the foreign rights holder exposed to channel conflict, royalty leakage, and the collapse of the exclusivity on which the commercial case is built.
This is an area of particular strength of the firm. Adv. Gershoni’s authoritative work on parallel importation — a book cited by the Israeli Supreme Court on the precise boundary between permitted parallel imports and infringing channel disruption — makes the firm unusually well-placed to structure exclusive importation and distribution arrangements that will hold up against the grey-market activity they are designed to prevent. We advise foreign brands entering the Israeli market, Israeli importers contracting for exclusive rights, and the parties on both sides of existing arrangements in distress.
IP due diligence for M&A and investment transactions
In transactions involving IP-rich targets — technology companies, consumer-goods and fashion businesses, media and content companies, pharmaceuticals and medical devices, research-intensive enterprises — the IP dimension of due diligence frequently determines the commercial viability of the deal. We conduct focused, commercially-calibrated IP due diligence on behalf of buyers, investors, sellers, and — for foreign acquirers — as dedicated IP counsel sitting alongside the lead corporate firm on the transaction.
Our diligence work addresses the questions that actually matter to the deal: chain-of-title verification (are the IP assets owned by the entity being acquired, or encumbered in ways that will affect the transaction?); validity and enforceability assessment of the core registered rights; existing licences — in and out — and their change-of-control and termination implications; freedom-to-operate analysis in respect of the target’s ongoing commercial activity; pending and threatened IP disputes and their likely trajectory; employee-IP, inventor, and consultant-IP issues (common sources of unexpected liability at exit); open-source software exposure in software-intensive targets; and the specific Israeli-law dimensions that foreign acquirers commonly need localised advice on — including the treatment of employee inventions under the Patents Law, moral rights considerations under the Copyright Act, and the enforcement landscape for any contested assets.
IP representations, warranties, and transaction execution
On the execution side of a transaction, we draft and negotiate the IP representations and warranties, the associated disclosure schedules, IP-specific indemnities, and the IP-focused covenants that govern the parties’ conduct between signing and closing and post-closing. For cross-border M&A, we coordinate the Israeli-law IP package with the broader transaction documentation produced by the lead transaction firm — a familiar role for us, whether the lead firm sits in London, New York, Tel Aviv, or elsewhere.
For sellers and investee companies preparing for transaction, we advise on the pre-transaction IP cleanup that materially improves valuation and reduces disclosure friction: gap-closing on chain-of-title, remediation of employee-IP documentation, termination or restructuring of legacy licences, and the establishment of the IP data-room record that acquirers increasingly expect.
Sale, assignment, and monetisation of IP assets
Intellectual property can be the subject of a transaction in its own right — not only as a component of a broader corporate deal. We advise on the sale and assignment of patents, trademarks, copyright portfolios, domain names, and mixed-IP bundles, whether structured as bilateral assignments, competitive sale processes, or formal IP auctions. We handle the commercial structuring (outright assignment versus retained licence versus royalty-back arrangements), the due-diligence presentation for sellers, the drafting of the assignment documentation, the recordal of transfers before the Israel Patent Office and other relevant registries, and the post-assignment coordination that ensures the assets transfer cleanly.
Collaboration, development, and strategic partnering
Research collaboration agreements, joint development arrangements, technology transfer contracts, and strategic-partnership frameworks all raise the same underlying IP question: who will own, and who will be permitted to use, the intellectual property that emerges from the collaboration — and what happens if the collaboration ends? We advise on the full range of arrangements in this category, across sectors including life sciences and medical devices, software and technology, consumer goods, and academic-industry collaboration. The commercial objective in each case is different; the legal discipline of allocating background IP, foreground IP, jointly developed IP, and improvements is the same.
Franchise, co-branding, and consumer-facing arrangements
We advise on franchise systems and co-branding arrangements affecting the Israeli market, including the IP-specific elements of franchise documentation (trademark licensing, quality control, brand standards, territorial exclusivity, renewal and termination), the regulatory overlay, and the management of the trademark portfolio that supports the system. For foreign franchisors entering the Israeli market and for Israeli systems expanding abroad, we coordinate the Israeli-law elements with the broader franchise programme.
Commercial torts, unfair competition, and contractual enforcement
The commercial and enforcement practices intersect directly when a transaction breaks down. We advise on and litigate commercial disputes arising from IP-related contracts — licence terminations and scope disputes, royalty audits and reconciliations, distribution and supply-chain breakdowns, and the claims under the Commercial Torts Law, 5759-1999, that typically accompany them (misleading descriptions, inducement of breach of contract, interference with commercial relations, and passing off). This is where the integration between the firm’s commercial and litigation capabilities delivers the most direct value to clients.
WHY CLIENTS CHOOSE US FOR COMMERCIAL IP WORK
A focused practice, with the commercial horsepower the matter needs
International rights holders and foreign law firms engaging Israeli counsel for commercial IP work typically face a specific tension: general-corporate firms can handle deal execution competently but may lack the substantive IP depth to identify the issues that matter; IP-focused firms may have the substantive depth but lack the transactional capability to close deals cleanly. Our practice sits deliberately at the intersection of the two.
- Substantive IP expertise throughout. Every transaction is negotiated by IP specialists with direct experience of how the same assets behave in dispute — so issues that would emerge in an enforcement context are addressed at the drafting stage.
- Commercial fluency. We understand that the document is a means to a commercial outcome, not an end in itself. We focus on getting the substance right and the structure workable, not on ornamental drafting.
- Direct partner-level engagement. Negotiations are led by Adv. Gershoni, not delegated to a rotating cast of associates. Counterparties — and their counsel — know from the first call who they are dealing with.
- Coordination with your lead firm or in-house team. For cross-border transactions, we are experienced in sitting alongside a lead firm or a multinational in-house legal team — delivering the Israeli-law IP component without duplicating work or complicating the structure.
- Clear commercial terms. We offer transparent scoping and budgeting for transactional work: fixed or capped fees for defined diligence and drafting packages where the scope can be scoped; hourly arrangements with milestone-based reporting for open-ended negotiations; and clear early estimates of the work required, so commercial teams can plan.
Typical mandates
Foreign rights holders structuring exclusive Israeli distribution and importation arrangements and managing disputes when those arrangements come under pressure; Israeli targets preparing for acquisition or investment and requiring pre-transaction IP cleanup; foreign acquirers and investors conducting Israeli-law IP due diligence on technology, consumer-goods, life-sciences, and media targets; trademark and copyright licensing arrangements across sectors; software and technology licence drafting and negotiation; franchise and co-branding arrangements affecting the Israeli market; assignment and sale of IP portfolios; research collaboration and joint-development agreements between Israeli and foreign parties; and the IP-related dispute work that follows — most often — from transactions that did not put the right protections in place at the outset.
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FOR FOREIGN LAW FIRMS AND IN-HOUSE TEAMS
Your Israeli commercial IP counsel
A substantial share of our commercial IP practice originates internationally — from foreign brand owners and technology companies entering or expanding in the Israeli market, from multinational in-house legal teams managing Israeli aspects of global IP programmes, and from foreign law firms instructing local counsel on behalf of their own clients. Each of these mandates has a distinct rhythm, and our practice is structured around them.
For foreign law firms, we function as a seamless Israeli extension of the lead firm’s work — producing advice in the format the lead firm uses, attending the calls the lead firm expects us to attend, and coordinating with whatever parallel workstreams are running in other jurisdictions. For in-house teams, we work as a trusted local counsel resource that can be engaged on discrete projects or on an ongoing basis, with direct access to the lead partner on every matter. For foreign brand owners dealing directly, we offer the complete package: strategic structuring, drafting, negotiation, and where it comes to it, enforcement of the arrangement.
If you are evaluating an Israeli commercial IP matter — whether a single licence, a full due-diligence programme, or an ongoing advisory relationship — we welcome a direct conversation.
Practice lead: Adv. Sa’ar Gershoni · Trademark & prosecution DD: Adv. Avishay Bigman · Dispute-risk & post-closing: Adv. Raanan Ben-Ishay
