In a lot of deals, the intellectual property is the deal. Patents, trademarks, code, and trade secrets can make up most of a target's value, and a diligence process that treats IP as a footnote leaves you exposed. We dig into what you're actually acquiring, how defensible it is, and what liabilities come attached, then translate that into terms your deal team can use. Because our attorneys come from engineering, we read the technology and the patent claims directly instead of relying on a checklist.
Scoping the Review
Not every deal needs the same depth of IP diligence, so we start by matching the review to your objectives and timeline. A full acquisition warrants a different scope than a minority investment focused on a single asset. Industry shapes priorities too: patents drive technology deals, while trademarks carry the weight in consumer products. We build a plan that puts the limited hours where they matter most, flags the issues that can move price or kill a deal, and works within the access the seller actually gives you.
Patents and Freedom to Operate
Patent diligence has two jobs: confirm what the portfolio is worth and surface the risks that come with it. We review prosecution status and the odds pending applications grant, claim scope against the products that matter, validity exposure from prior art, remaining term and maintenance status, and the assignment chain that proves ownership. On the risk side, we assess infringement exposure from third-party patents, any pending or threatened litigation, and whether you can freely operate after closing. You get the full picture, not just a count of assets.
Brands, Trade Secrets, and Code
Beyond patents, value often hides in brands, confidential know-how, and software. We verify trademark registrations and actual use across the jurisdictions that count, plus any oppositions, coexistence deals, or restrictions on use. For trade secrets, we test whether the target actually protected them, since unprotected secrets are worthless. And for software targets, we map open source usage and license obligations, because a copyleft component buried in a core product can force source disclosure and quietly cap your post-closing flexibility.
Contracts and Change of Control
IP rights live and die by contract, so we read the agreements alongside the registrations. Inbound licenses define what third-party technology the target can use, outbound licenses can limit what it does with its own IP, and development or collaboration agreements often quietly split ownership. We pay close attention to change-of-control and anti-assignment clauses, which can trigger consents, termination rights, or lost licenses the moment your deal closes. Knowing the contractual terrain before signing is how you avoid buying rights that evaporate at closing.
Turning Findings Into Deal Terms
Diligence is only useful if it shapes the documents. We translate what we find into purchase price adjustments, targeted representations and warranties, indemnities with sensible caps and baskets, escrow for contingent IP liabilities, and pre-closing fixes that clear problems before they transfer to you. The same work feeds integration: we flag the key inventors and their assignment agreements, the system dependencies, and the licenses you'll need to keep running, so the assets you paid for actually function after the deal.