IP Due Diligence

IP due diligence has four components: inventory and ownership verification against public registers; validity assessment of registered IP; encumbrance review for licenses and security interests; and freedom-to-operate analysis assessing whether the target’s products infringe third-party IP. For patents specifically, this includes reviewing claim scope, searching for post-grant challenges, and often obtaining an opinion of counsel on infringement risk.

Trademark and copyright diligence focuses on enforceability — confirming registrations are active and unchallenged, checking for conflicting marks, reviewing quality-control compliance, and verifying license transferability, since many licenses include change-of-control termination triggers that can materially affect deal value.

IP valuation supports purchase price allocation using cost, market, and income approaches; buyer and seller often diverge on valuation given its tax and accounting implications, so professional valuation support with documented methodology strengthens the negotiation.

What We Offer

Comprehensive IP inventory including patents, trademarks, copyrights, domain names, and software assets

Patent validity assessment and freedom-to-operate analysis evaluating infringement risk

Trademark and copyright ownership verification and enforceability assessment

IP encumbrance review identifying licenses, security interests, and third-party claims

IP valuation supporting purchase price allocation and tax planning

Who this applies to: Acquirers in M&A transactions requiring IP due diligence on technology, pharmaceutical, and software companies; private equity funds assessing IP value; sellers preparing for exit; lenders on acquisition financing requiring IP collateral assessment.

Common questions

IP Due Diligence FAQs

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It assesses whether the target’s products infringe third-party patents through database searches, claim analysis, and expert opinion — skipping it exposes buyers to post-closing infringement liability and costly redesign.

It can assess likelihood based on prosecution history and comparable prior art, but grant outcomes remain genuinely uncertain — buyers should discount pending-patent value in pricing until grants are confirmed.

A patent attorney’s opinion analysing claim interpretation, infringement risk, and validity — valuable but qualified by assumptions, so focus opinions on patents covering core technology or held by major competitors.

Depends on the license’s change-of-control terms — review all material licenses for termination triggers, and where a key license is at risk, negotiate consent, price adjustment, or seller indemnity before closing.

Via cost, market, and income approaches, each yielding different results — engage a professional valuation firm to support negotiations and ensure the figures withstand tax and accounting scrutiny.

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