How does IP due diligence work in corporate or product acquisitions?
Identification of IP Assets
- Catalogs patents, trademarks, copyrights, and trade secrets
- Reviews domain names, software, and proprietary technology
- Assesses IP portfolios of both buyer and target entity
- Identifies key assets critical to the product or business
- Ensures alignment with the acquisition’s strategic goals
Ownership and Title Verification
- Confirms legal ownership and proper registrations
- Identifies co-ownership, encumbrances, or liens
- Reviews historical transfers and assignment records
- Ensures clear chain of title for all IP assets
- Validates enforceability of acquired rights
Assessment of IP Value and Scope
- Evaluates commercial value and market relevance
- Analyzes breadth, duration, and territorial coverage
- Reviews licensing agreements and revenue generation
- Assesses competitive advantage and exclusivity
- Identifies risks of obsolescence or limited utility
Review of IP-Related Agreements
- Audits licenses, joint ventures, NDAs, and development contracts
- Identifies restrictions, exclusivities, and sublicensing rights
- Checks for open-source software use and compliance
- Analyzes royalty obligations and revenue-sharing terms
- Flags terms that may impact post-acquisition plans
Risk Identification and Legal Exposure
- Detects pending or past IP litigation or disputes
- Assesses infringement risks and third-party claims
- Evaluates compliance with IP laws and industry standards
- Highlights regulatory or jurisdictional concerns
- Recommends legal remedies or indemnification clauses