IP Due Diligence for Investment and Transactions
An investment, acquisition or sale can depend on intellectual property that a business owns, uses or has promised to someone else. Panoramix IP helps founders, businesses and investors examine that position before decisions are made.
We review the IP questions that matter to the proposed transaction, from ownership records and registrations to licences and third-party restrictions. The work is scoped around your business, the deal and the information available.
When an IP review can help
You may be preparing a funding round, considering an acquisition, selling a business or licensing a technology. A buyer may need to understand what it is acquiring; a founder may want to identify questions before an investor asks them. The review should focus on the assets that support the commercial proposition.
For a software business, this might mean examining developer agreements and software dependencies. For a product manufacturer, it may involve patents, designs, branding and development arrangements. We agree the relevant rights, territories and transaction questions rather than treating every portfolio alike.
What we can examine
- Ownership: how important assets were created or acquired, who contributed and what the records say about the rights held by the business.
- Registered rights: the relevant applications and registrations, recorded owners, territories, status and maintenance information.
- Contracts and permissions: assignments, licences, development agreements and provisions affecting use, transfer or commercialisation.
- Third-party dependencies: rights the business relies on, including relevant software, content, data or collaborative work.
- Known challenges: disputes, objections, restrictions or gaps that may need attention before the transaction progresses.
A review that supports the decision
We consider how each issue affects the proposed deal. An unclear development agreement, for example, may call for further evidence or a corrective document. A licence may need closer attention if the proposed transaction changes how the business will use the technology.
We explain the points identified within the agreed review and discuss practical next steps. Where work outside that scope is needed, we identify it so you can decide what to investigate further. The aim is a clearer basis for discussion with your transaction advisers, rather than an unexplained list of documents.
How the work is organised
- Define the decision. Tell us whether you are buying, selling, investing or preparing for scrutiny, and identify any deal timetable.
- Agree the scope. We discuss the important assets, territories, available material, questions to answer and proposed work before instruction.
- Review and clarify. We examine the agreed information and raise questions where evidence is missing, inconsistent or requires explanation.
- Discuss the findings. We explain the IP issues and possible next steps, including any separate work needed to address them.
What to prepare for the first discussion
- A short description of the business, the proposed transaction and the products or technology central to it.
- An existing IP schedule, if available, with relevant application or registration details and territories.
- A list of founders, employees, contractors and collaborators who contributed to the important assets.
- Key licences, development agreements, assignments and any known dispute or third-party claim.
- The transaction stage, other advisers involved and any deadline already communicated to you.
Agree the depth of review
A focused review of one technology differs from a review of a business with several product lines and international rights. We will discuss the level of investigation and the form of advice required. Tell us early about missing records or assumptions on which the deal depends.
IP due diligence is not automatically a freedom-to-operate search, a valuation or a complete review of every aspect of the transaction. If those questions arise, we will explain which additional IP work may be appropriate and where other professional advice is needed.
Your questions answered
How is transaction due diligence different from an IP audit?
An audit reviews the wider IP position and priorities of a business. Due diligence is directed at a particular transaction or decision. An earlier audit can provide useful material, but the purpose and scope still need to be agreed.
Can you help before an investor or buyer asks for documents?
Yes. The existing ownership and contract position can be reviewed as part of preparation. We can discuss which records to assemble and which IP questions deserve attention before a formal request arrives.
Will the review confirm that a product cannot infringe other rights?
That conclusion should not be assumed from a general review. A freedom-to-operate assessment addresses a different question and needs its own agreed scope, relevant territories and technical information.
Discuss your transaction
Tell us what decision you need to make and when. Our IP team can discuss the relevant work and how it fits alongside your other advisers. See how we work for the steps from enquiry to an agreed instruction.