A licensing worry cannot be priced. A quantified cost to cure can. Here is how buyers build the full cure cost, well beyond the headline licence price, into a number the deal model can use.
Quantifying cost to cure for the deal model is the discipline of turning a vague licensing concern into a number the deal team can use. Inherited software exposure is usually latent and unquantified in standard due diligence, which means it sits in the data room as a worry rather than a figure. A worry cannot be priced into the purchase price, negotiated into an indemnity, or sized into an escrow. A quantified cost to cure can. This page sets out how the cure cost is built up, why it is almost always larger than the headline licence price, and how the number feeds the deal model.
The cost to cure is the total amount required to bring the target into a compliant, defensible licensing position, measured against the most likely publisher position rather than the best case. It is not the list price of the missing licences. A true up settlement typically includes the additional licences, back maintenance on those licences for the period of unlicensed use, and frequently a penalty or uplift the publisher applies for non compliance. On top of that sit the advisory and internal costs of running the response. Modelling only the headline licence price understates the real exposure, often by a wide margin, and a deal model built on that understated figure carries hidden downside.
The work begins with the deployment and entitlement gap. The buyer compares what is actually installed and used against what the target is entitled to under its agreements. The shortfall, valued at the relevant metric, gives the base licence cost. Back maintenance is then added for the period the publisher can reasonably claim the software was used without entitlement. A risk weighting reflects how likely the publisher is to pursue the full position. The result is a defensible central estimate with a range, which is far more useful to a deal team than a single optimistic figure.
Three forces push the real number above the list price. First, back maintenance compounds, because the publisher charges support for the whole period of unlicensed use, not just from the date of discovery. Second, the negotiating position is asymmetric at the point of an audit, since the publisher holds the contractual right to demand and the buyer is under time pressure to close the matter, which tends to lift the settlement. Third, the cost of the response itself, including advisory support and internal time, is real and recurring until the matter is resolved. A model that captures only the first base layer will be wrong on the downside every time.
The quantified figure then has a direct home in the deal. It can be priced into the consideration, as covered in pricing software exposure into the purchase price, treated as an adjustment where it affects normalised earnings, as set out in software licensing and EBITDA adjustments, or secured through an indemnity and escrow. The same number sizes the escrow or holdback and informs the indemnity cap. One model, several uses.
| Component | What it captures | Why it is often missed |
|---|---|---|
| Licence shortfall | Additional licences for the gap | Treated as the whole cost |
| Back maintenance | Support over the unlicensed period | Compounds across several years |
| Non compliance uplift | Publisher penalty or list pricing | Discounts assumed that do not apply |
| Advisory and internal cost | Running the response | Excluded as not a licence cost |
| Risk weighting | Likelihood of full pursuit | A single point estimate used instead |
A cure cost is only useful if it survives scrutiny. That means showing the working: the deployment data, the entitlement position, the assumptions on back maintenance and uplift, and the basis for the risk weighting. A defensible central estimate with a clearly stated range lets the deal team decide how much to price in and how much to allocate through the agreement. It also gives the buyer a credible anchor in negotiation, because a seller can dispute a round number far more easily than a figure built from the target own deployment data.
The scale these numbers can reach is well documented. In publicly reported disputes, SAP pursued AB InBev for a reported 600 million dollars and Diageo for a reported 60 million over disputed and inherited licensing, as of June 2026. Those figures reflect cure costs that ran far beyond any headline licence list. A deal model that had captured only the base layer would have been wrong by an order of magnitude. The point of quantifying the cost to cure is to ensure the buyer underwrites the deal against the real number, not the comfortable one.
A single point estimate gives the deal team false comfort. The honest output of a cost to cure exercise is a range, with a low case in which the publisher is lenient and the buyer negotiates well, a central case that reflects the most likely settlement, and a high case in which the publisher pursues the full contractual position. Presenting all three lets the deal team see the downside they are underwriting and decide how much protection to build in. It also frames the negotiation, because the buyer can argue for an escrow sized to the central case and an indemnity cap that reaches the high case, rather than a single figure the seller can pick apart.
The range should be driven by the variables that actually move the number: the metric the publisher applies, the look back period it can claim, and the discount the buyer can realistically expect to negotiate. Each of these is uncertain at the point of the deal, and pretending otherwise produces a model the buyer cannot defend. A range built from explicit assumptions is more credible than a precise number built on hidden ones, and it gives the deal team the information it needs to price and protect the deal in proportion to the real spread of outcomes.
Quantifying cost to cure for the deal model sits within software in deal valuation, alongside pricing, EBITDA adjustments, and escrow. The deployment and entitlement analysis behind the number comes from software spend diligence. Engage your own counsel for legal interpretation of any agreement or claim.
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