IP Due Diligence

Intellectual property due diligence is often treated as a legal checklist: confirm the registered rights, check ownership, review expiry dates, and identify obvious encumbrances.

That may be necessary, but it is rarely enough.

For many technology, life sciences, software, brand-led and innovation-driven businesses, IP is central to the value of the transaction. A buyer, investor or partner needs to understand not only whether the IP exists, but whether it protects what matters, whether it can be used as intended, whether it supports the commercial case, and whether there are risks that could affect value after completion.

Our IP due diligence service provides a focused legal, technical and commercial review of intellectual property assets in the context of a transaction, investment, licence, acquisition, sale or strategic partnership.

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Beyond legal verification – Does the IP support the deal thesis?

Effective IP due diligence should answer practical business questions.

Does the target own the IP it says it owns?
Does the IP protect the key products, technology or brand value?
Are there gaps in ownership, protection or freedom to operate?
Are there third-party rights that could restrict use?
Is the portfolio aligned with the commercial rationale for the deal?
Are there issues that should affect price, warranties, indemnities, completion conditions or post-completion integration?

We help clients move beyond basic rights verification and assess the real transaction relevance of the IP.

Buy-side IP due diligence

For buyers, investors and licensees, IP due diligence helps test whether the assets support the proposed deal.

We review the IP position against the buyer’s intended use, commercial objectives and risk appetite. This helps identify issues that may affect valuation, deal structure, negotiation strategy or completion.

Sell-side IP due diligence

For sellers, IP due diligence is an opportunity to prepare the business before the buyer starts asking difficult questions.

A well-prepared IP position can reduce transaction friction, improve buyer confidence, support valuation and avoid last-minute issues that delay or weaken the deal.

Due diligence for licensing and strategic transactions

IP due diligence is not limited to company acquisitions. It is equally important in licensing, technology transfer, joint ventures, spin-outs, collaborations and strategic partnerships.

In these situations, the key question is often whether the proposed rights are sufficient for the intended commercial purpose.