The "Poison Pill" that killed a $10M SaaS Deal (and why lawyers missed it)

The deal looked perfect on paper: $2M EBITDA, 10% churn, and a clean bill of health from legal. But the lawyers only reviewed the contracts. They didn't read the code. We ran a forensic dependency scan and found a single time bomb: The core proprietary engine was statically linked to an AGPL v3 library. The Result: Under the AGPL "Viral Clause," the target was legally obligated to release their entire source code to the public. * IP Value: $0. * Remediation Cost: $400k rewrite + 6 months delay. * Deal Status: Dead. Most searchers check for "Spaghetti Code", but few check for "License Poison". I put together a 1-Page "IP Risk Checklist" that lists the 5 specific license types (AGPL, SSPL, etc.) that can kill a deal's valuation. It’s free. If you want it for your dataroom, comment "IP" below and I'll DM it to you.