"Have you signed an LOI yet?" This may be one of the most important questions at the outset of a healthcare transaction. Many times, the parties believe a handshake agreement can be magically transformed into a comprehensive and binding contract without change or disagreement. Inevitably, however, the terms of the handshake agreements shift—and continue to shift—until one party surrenders. That is, unless a letter of intent, or LOI, is entered into by the parties.