[cvinson]

As someone who has received >$5m offer that fell through, here's what I learned:

1) until the final documents are signed, don't consider any offer to be a done deal. There are many reasons for it to not happen at this stage.

2) Keep the project running as normal, and try not to get too distracted by this. You have something of value, don't jeopardize that by taking your eye off the ball.

3) As others have mentioned, get a lawyer who is experienced with these types of deals ASAP -- before discussing any more terms. Without help, you may be leaving a lot on the table, or conversely souring the deal.