Change of control contract review that gets every consent and notice out before its clock runs out
Every consent and notice sent before its clock runs out.
See one case, screen by screen ↓After an acquisition, every contract the target brings is checked for clauses the takeover triggers — consent, notice, termination rights, exclusivity that now reaches the buyer — and each is handled before its window closes. Change of Control Review has six agents read the whole estate, give each contract an outcome with its clause and clock, and draft the letters for counsel to confirm and a named signatory to sign.
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When a pharma company buys a biotech, it inherits thousands of contracts: in-licences and collaborations, CRO master services agreements and work orders, clinical trial agreements, supply and fill-finish deals, software and data-processing terms. A takeover lets some counterparties terminate, demand consent or hold the buyer to exclusivity it never agreed to. Diligence covers the material contracts; after closing, the long tail is triaged by hand in spreadsheets.
The clocks start at closing. A licensor may terminate within 60 days without consent, a CRO expects written notice within 30, a supplier may walk within 90. An exclusivity covenant that binds the target “and its Affiliates” now reaches the buyer's own programmes. Whether a plain anti-assignment clause is triggered depends on the deal structure and governing law — and one missed consent can end the licence a programme depends on.
Estimated split for an inherited estate of about 2,800 contracts, by hand and with the solution.
Four agents read and triage every inherited contract, two more draft the letters and track 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 Oct 7, Day 23. Here is what happens next, screen by screen, in the working solution.
Every Kelvara contract that needs action is a tile, grouped by contract family, sized by its value a year and coloured by what the takeover triggers; each family's no-action contracts form one grey block. The chips across the top count it: 74 consent required, 9 exclusivity conflicts, 212 notices, 41 for a lawyer's read and 2,510 needing no action. The largest red tile in licences and collaborations is Aldermoor University Research Foundation, at $26M a year.
“All 2,846 contracts read Sep 15–18 · $852M a year in the estate · $172M sits behind 74 consents, 15 still open.”
The Data room intake agent classified every file, kept the executed version and grouped amendments and work orders under their agreement: 3,412 files, 2,846 contracts. The Clause finder pulled each relevant clause with its page and section, and the Trigger analyst applied the deal structure and governing law. Each of the 336 contracts that need action shows the clause that triggered it, how sure the read is, the clock and the letter.
“No action: the reverse triangular merger leaves Kelvara as the party, so plain anti-assignment clauses are not triggered.”
The Exclusive License Agreement opens beside the agents' reading. §14.2 bars transfer “by merger, by operation of law, by Change of Control or otherwise” without the Foundation's consent, so it bites even though Kelvara is still the same company. Northwind acquired 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, 2026, 37 days from today.
“Consent needed · 97% · Proposed by the Trigger analyst — confirm or change.”
Below the estate, each consent request runs from closing to its counterparty's deadline, with today's line through them all: drafted, signed and sent, reminders and replies. Thornbury University Research Foundation has been waiting 11 days and was reminded Oct 3; Halden Rise University Research Foundation granted consent Oct 7. Nine requests, Aldermoor's among them, are still to draft.
“27 granted · 32 waiting · 6 with the signatory · 9 to draft.”
Lena drafts all nine at once. The Letter writer fills each request from its approved template, quotes the triggering clause and routes it to Omar Haddad for e-signature; the runway updates in place. The button now reads “Every request drafted”, with 15 requests with the signatory and none left to draft.
The Letter writer never changes legal wording, never sends unsigned, and sends nothing before closing.
Aldermoor's request is drafted from “Consent request — licence v3”, addressed to the Office of Technology Licensing from the notices clause, with §14.2 quoted and cited. The guard rails ran first: closing has happened, the signatory has authority, no legal wording changed. It goes to Omar Haddad, who signs consent requests.
“Drafted in 6 seconds from Consent request — licence v3. Every quoted clause is cited.”
Solvane Pharma AG's §7.1 bars Kelvara “and its Affiliates” from any IL-23 pathway product for inflammatory bowel disease, and Northwind became an Affiliate on Sep 14. Its 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, but it needs a written notice by Oct 14 and a firewall.
The Commitments checker never decides a conflict — Omar Haddad does.
Omar weighs three options: rely on the acquirer carve-out and firewall Veltrimab, ask Solvane for a waiver, or escalate to the deal team for a divest-or-terminate decision under §7.5. He records his decision with a note for the record. The acquirer-programme notice is drafted for his signature and the firewall memo goes to the programme team.
“Omar Haddad decided: Rely on the carve-out.” — recorded in the audit trail.
The Letters board runs from to draft through drafted, awaiting signature and sent to replied. The change-of-control notices due Oct 14 — Merrowfield Clinical Research's MSA §18.3 among them — need no consent, so Lena drafts them in one step from “Change-of-control notice v4”, each quoting its own notice clause and going to the address in that contract, and signs them herself.
“Draft the 119 notices due Oct 14.”
The integration office sees the deal in one view: 2,846 contracts read in 4 days, 155 letters sent and 79 replies since Sep 14, 27 of 74 consents secured, 121 clocks open in the next 14 days and 3 of 9 conflicts decided. A family-by-outcome grid opens the contracts behind any cell, and reply rates show which families are slow to answer.
The same inherited estate, seen by the five people who carry it — what their first weeks after closing looked like, and what they look like now.
Four agents read and triage every inherited contract, two more draft the letters and track 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.
Finds assignment, change-of-control, exclusivity, non-compete, most-favoured, termination, notice and data-protection clauses, with the defined terms they depend on, by page and section.
Applies the deal structure and governing law to each clause — consent, notice, no action or lawyer's read — with the clock and what happens if it is missed.
Tests every exclusivity, non-compete and most-favoured term against the Northwind commitments register — mechanism, indication, territory and term — and looks for acquirer carve-outs and their conditions.
Drafts consent requests, change-of-control notices, carve-out notices and amendment requests from approved templates, fills them from the agreement and quotes the triggering clause.
Reads replies and e-signature envelopes, records consent or acknowledgement, reminds after 7 days and escalates to the owner 14 days before a termination window closes.
Confirms each outcome; a signatory signs. The agents propose; a named person decides.
Ask about any contract, clause, clock, letter or conflict — or say what to draft. Every answer points to the clause it came from.
What has to go out before Oct 14?
By Oct 14 (Day 30): the change-of-control notices, such as Merrowfield's MSA §18.3; the carve-out notices, such as Solvane §7.4; and, among the notices, the Lumora Cloud DPA notice under §9.1. The notices need no consent and can all be drafted now from Change-of-control notice v4. The carve-out notices wait for Omar Haddad's decision.
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.
How does the deal structure change the answer?
Northwind bought Kelvara by reverse triangular merger: Kelvara survives as the same company, so nothing is assigned and a plain anti-assignment clause is not triggered. Three kinds still bite: clauses that reach transfers “by merger, by operation of law or change of control”, such as Aldermoor §14.2; true change-of-control clauses, such as Kestrel §16.2; and notice duties, such as Merrowfield §18.3.
Could a letter go out too early?
No. The rule “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.
13 screens from the working solution, on its sample data. Pick one to see it large.
The deal facts, triage rules and approvers every contract is checked against are settings, and every change is recorded in the audit trail.
| Setting | Default | Choose from |
|---|---|---|
| Deal structure | Reverse triangular merger | Reverse triangular merger · Forward merger · Asset purchase |
| 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 |
| Check exclusivity, non-compete and most-favoured terms against the commitments register | On | On · Off |
| No letter leaves before closing | On · locked by Legal | Locked on |
| A lawyer reads it below this confidence | 85% | 80% · 85% · 90% |
| Consent requests — who signs | Omar Haddad | Omar Haddad · Lena Ortiz |
| 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 data · “target” = the design goal, measured in the live solution · “estimated” = our estimate · “typical” = published guidance on change-of-control review in acquisitions (inherited estates of 2,000–5,000 contracts; a 6–8-week first pass by outside counsel; 30-, 60- and 90-day windows after closing). On reverse triangular mergers and anti-assignment clauses: Meso Scale Diagnostics v. Roche (Del. Ch. 2013). People, companies, programmes and contracts named on this page are fictional — characters and sample data in the working solution.
After an acquisition, every contract the target brings is checked for clauses the takeover triggers — consent, notice, termination rights, exclusivity that now reaches the buyer — and each is handled before its window closes. Change of Control Review has six agents read the whole estate, give each contract an outcome with its clause and clock, and draft the letters for counsel to confirm and a named signatory to sign.
Under Delaware law a plain anti-assignment clause generally is not triggered, because the target survives as the same company — on the sample deal, 1,184 plain anti-assignment clauses stay No action for that reason, each with the reason recorded. Clauses that reach transfers “by merger”, “by operation of law” or on a change of control are triggered whatever the structure, and IP licences go to a lawyer. The deal structure is a setting, so you can see what a forward merger or asset purchase would change.
The Commitments checker tests every exclusivity, non-compete and most-favoured term against your commitments register by mechanism, indication, territory and term, and looks for acquirer carve-outs and their conditions. Each conflict goes to a named lawyer with options — rely on the carve-out, ask for a waiver or amendment, or escalate to the deal team.
Every consent request sits on a runway against its counterparty's termination window, from closing to the deadline. The Response tracker reads replies and e-signature envelopes, records consent or acknowledgement, reminds after 7 days and escalates 14 days before a window closes. Refusals and conditions always go to a person.
No. The rule that no letter leaves before closing is locked on by Legal. Drafts can be prepared, but e-signature refuses to send while the deal is open, and every send is recorded in the audit trail.
Yes. The agents propose; integration counsel confirms or changes each outcome, a lawyer reads anything below the confidence line and every IP licence, a named lawyer decides every conflict, and nothing goes out unsigned. Letters use only templates approved by Legal, with locked wording.
Yes. The deal structure, triage rules, the lawyer's-read confidence line, who signs consent requests and notices, who decides conflicts and the co-signature above $5M a year are all settings, and every change is recorded in the audit trail.
The Agentic Solution Engine builds and deploys it from your requirements and documents — your deal facts, approved letter templates, commitments register and a sample of the target's contracts — and it goes live once every quality gate has passed. We will walk you through it on contracts from a deal you have already closed.
A cited generic entry date per market within hours of any change.
1-min demoParagraph IV Notice ManagementThe 45-day clock set and a cited response pack ready the same day.
1-min demoContract Review & RedliningCounterparty contracts redlined and back in under two days.
1-min demoWe'll run Change of Control Review on a sample of contracts from a deal you have already closed.