Got to thinking about the company buying out another that is involved in a legal dispute a bit further....

Let's say that they offer to buy the company... knowing about the law suit. The company that acquires feels that the selling company HAS infringed, or feels there is enough probability of losing the suit over the infringement.

Would it make sense to get the imdemnification for all prior action of infringement by the seller at the time of aquisition while at the same time actively engaging the company who brought the suit against the seller for an agreement for the acquiring company's future use of the IP?

Of course, this would assume the acquiring company feels there is enough risk of actual future loss if they fail to acknowledge the patents were valid and legal at the time of the acquisition.... which is something that the process of Due Diligence prior to acquisition should have clearly suggested could be a future issue.

Can the acquiring company claim 'ignorance' of the patents in this case? Very unlikely. So then the question is, would the acquiring company want to continue with the possibility THEY will be named.... or should they make an offer for their future use of the patent (royalties or one-time) rather than budget legal fees to fight something which they already knew by the DD prior?