IP Due Diligence
In the context of M & A processes, a special due diligence, the so-called IP due diligence, is often required. We are available for this purpose as a specialist IP due diligence law firm. Of course, in the context of an IP report, we take note of the perspective from which the due diligence should be carried out. We have appropriate templates to perform an individualized IP due diligence depending on the perspective and situation.
Thus, we carry out appropriate researches and valuations for investments, for buyers and sellers.
An IP due diligence may include extensive rights clearance, including licensing and other IP related contracts, as well as specific IP rights.
All departments of our law office can accompany an M & A transaction with their respective expertise.
The approximate sequence of investments, corporate mergers and corporate acquisitions can be listed as follows:
- Screening of the target (search of the target company)
- Contacting the target
- Conclusion of a confidentiality agreement / letter of intent
- Due diligence on the target
- Deal Design
- Signing of the M & A contract
- if applicable, register the deal with the antitrust authorities
- Closing (start of the implementation phase)
As part of due diligence, IP Due Diligence - from established start-ups to major corporations - sets special, mostly individual requirements.
Even the mere screening of the target results in a question of IP rights and licenses.
Due Diligence for Intellectual Property Rights
An IP due diligence often includes one, several or even a large number of the following IP rights:
- Trademark applications and trademark registrations
- Used labelling rights
- Registered design rights
- Non-registered EU design rights
- Registered Utility Model Rights
- Registered Patent Rights
- Registered Plant Variety Rights (and variety approvals)
- Copyright usage rights with usage types
- Performance Rights
- "Software Rights" plus open source licenses
- License rights and licensing
- Domain Rights
In addition, the question of Freedom-to-Operate will usually have to be answered depending on the circumstances, whether the existing rights are sufficient, or other rights appear necessary / recommendable.
Depending on the perspective of the IP due diligence activity, we also prepare the data room, check it for completeness and control the legal aspect.
IP Due Diligence Assessment
A normal IP due diligence report can be extensive even for individual IP rights. The attention to detail plays just an important role as in the determination of the intellectual property rights.
For example, the assessment of patent applications in international contexts is particularly complicated and can be applied to inventions in certain technical fields, e.g. life science (often because of the scope of the applications) or of the automotive industry (for example, because of the complexity of the invention and its demarcations).
In general, an IP Due Diligence assessment is preceded by a survey of the target on site. Furthermore, the report typically includes the specific facts, the questions and the actual report, each with intermediate results on the individual rights, types of rights, contracts and a final result.