The IP Due Diligence Checklist Every Deal Needs

Intellectual Property · Updated July 2026

When the intellectual property is the whole reason for a deal — an acquisition, a license, a funding round — the question underneath everything else is deceptively simple: does the target actually own what it says it owns, free and clear? More deals get repriced or blown up over a botched answer to that than most people expect. This is the sequence good IP counsel works through, and where each answer comes from.

1. Build the inventory first

You can't verify what you haven't listed, so start by pulling everything: issued patents and pending applications, registered and pending trademarks, copyrights, domain names, and the open-source components buried in the codebase. Work outward from the owner's name and pull the full portfolio from the USPTO, the Copyright Office, domain WHOIS, and code hosts like GitHub. Half the time this step alone turns up assets the seller forgot they had — and a few they don't really control.

2. Trace the chain of title (this is where deals break)

For every asset, confirm who owns it on paper today and walk each assignment back to the original inventor or author. This is the step that quietly kills valuations. The usual culprits: an assignment that was signed but never recorded, an employee or contractor invention that nobody remembered to assign, or a registered owner whose name doesn't quite match the entity you're buying from. For patents the USPTO assignment database is your primary source; for trademarks it's TSDR.

3. Look for strings attached

An asset can be genuinely owned and still be worth a fraction of what you think, because something travels with it. A patent pledged as loan collateral, or an exclusive license already handed to somebody else, can hollow out the value of the thing you're paying for. UCC filings and recorded security interests are where these show up — so go look before you assume the asset is unencumbered.

4. Check whether anyone's fighting over it

An asset under active challenge is a different animal, risk-wise. Search for PTAB proceedings (inter partes review) aimed at the patents, TTAB oppositions and cancellations against the trademarks, and infringement suits in federal court. A patent that's halfway through an IPR it might lose is not the same purchase as a quiet, unchallenged one, and it shouldn't be priced like it.

5. Make sure it's still alive

Rights lapse — silently — when fees go unpaid. Confirm that patent maintenance fees and trademark renewals are current, and flag anything with a deadline coming up. It's an unglamorous check, but "the crown-jewel patent expired last year because nobody paid the maintenance fee" is a real conversation that has really happened.

6. Read the open-source licenses

If there's software in the deal, its open-source licenses deserve a real read, not a shrug. Strong copyleft licenses in the GPL family can obligate you to release your own source code once you distribute a product that incorporates them — the kind of surprise that only surfaces in a license-by-license review, and the kind that makes acquirers very unhappy after closing.

Let software do the first pass. OpenDD's IP Due Diligence module pulls the full portfolio from public registries and runs the chain-of-title, encumbrance, dispute and renewal checks for you, then hands back a Word/PDF report. Start an IP search →

7. Then read the actual contracts

Databases get you a long way, but they don't govern the IP — the agreements do. Read the assignments, the licenses, the employment and contractor IP clauses, and any change-of-control language that could quietly block the transfer you're trying to make. When a document and a database disagree, the document wins.

One caveat, since it needs saying: this is a general checklist, not legal advice. For an actual transaction, put qualified IP counsel on it.