I found this with a google search - not sure it applies
VISION INFORMATION SERVICES, L.L.C. v. COMM., 96 AFTR 2d 2005-5807
(419 F.3d 554), Code Sec(s) 1001; 1221; 1235; 61; 6226; 7491, (CA6),
08/22/2005 In order to qualify for capital gain treatment for tax
purposes under § 1235 however, the sale must be of "all substantial
rights" to the trade secret or know-how. The term "all substantial
rights" has been defined as all rights "which are of value at the
time" of the transfer. 26 C.F.R. § 1.1235-2(b). Thus, where the rights
granted are limited in geographic scope or to a specific field of use,
the transfer is not a sale of a capital asset under § 1235 absent a
showing of no commercial value to the rights in other geographic areas
or other fields of use. We have held that the term "all substantial
rights" means that "the transfer must cover all practical
fields-of-use for the invention." Fawick v. Comm'r , 436 F.2d 655, 662
[27 AFTR 2d 71-381] (6th Cir. 1971); see also Mros v. Comm'r, 493 F.2d
813, 816 [33 AFTR 2d 74-996] (9th Cir. 1974) (holding that a transfer
was not a capital asset sale where the patent had potential value in
other fields not subject to the transfer agreement). In Fawick, we
concluded that because the transfer of rights to a patent was to one
specific industry and the patents had known value outside that one
industry, the transaction failed to qualify as a sale of a capital
asset under § 1235. Fawick, 436 F.2d at 663.
Also, look up "Goodwill" and IRS
Good luck - it is not cut and dried. It would be easier if you sold the company, then you could value the goodwill, etc.