In most technology deals, the IP is the asset, and a flawed assumption about ownership or freedom to use can blow up the economics after closing. Our IP due diligence digs into what intellectual property a target really holds, whether the title is clean, and what risks come with it, so you go into the transaction knowing exactly what you are buying.
Identifying the Assets
We catalog everything that matters: issued patents and pending applications, registered and unregistered trademarks, copyrights, and the trade secrets and know-how that often carry the most value yet appear in no registry. Our engineering background helps us recognize the technical assets that paperwork alone would miss, so the deal addresses the full picture rather than just the items easy to find in a database.
Verifying Ownership
Owning something and being able to prove it are different things. We trace chain of title, review employee and contractor agreements for proper assignment, and confirm that what the target claims actually transferred to it. Where we find gaps, an inventor who never assigned, a contractor who kept rights, we flag them early so they can be fixed before closing rather than litigated afterward.
Encumbrances and Restrictions
IP often comes pre-burdened. We surface existing licenses, security interests, exclusivity commitments, and pending litigation that limit how the assets can be used or transferred. Then we explain how those encumbrances bear on value and deal structure, because a patent licensed exclusively to a competitor is worth far less than the asset list suggests, and you should know that before you sign.
Risk and Allocation
We assess the harder risks: validity challenges, infringement exposure, and third-party claims that could surface after the deal. Where we can put numbers to the exposure, we do; where we cannot, we say so plainly. Then we recommend how to allocate that risk through representations, warranties, indemnities, and escrows, so the deal documents reflect what the diligence actually found.