WorkflowIntellectual Property

IP Due Diligence

IP due diligence that checks each patent and mark a target lists for title, status and liens, and writes every gap into the disclosure schedule before signing.

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Walk the diligence one check at a time ↓

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The problem

The IP schedule is taken on trust until someone pulls the reel and frame

The target hands over its IP schedule and a data room. A paralegal pulls the assignment record for each patent and mark, one office at a time, downloads each recorded document by reel and frame, and reads the inventor agreements to see who signed what. It all lands in a spreadsheet that an associate turns into redlines.

The finds that matter come late, often after the schedules are already negotiated: a co-inventor who only agreed to assign, a merger the register does not show, a lender repaid but not released, a fee missed in its grace period. Each one turns into a price fight, a special indemnity or a slipped closing, and one unassigned inventor can leave the buyer holding a share of a key patent with no standing to sue alone.

Built forIP partnersPatent attorneysCorporate associatesIP paralegals

The Problem Today

Buyers pay for a target’s patents and marks before anyone has checked who owns them and what binds them.

90%: of large listed companies’ market value is intangible assets published
3 weeks: by hand to check 82 assets filed in 6 offices our estimate

Read record by record today

Registers
Assignments
Agreements
Liens

One inventor who did not assignLeaves the buyer owning only a share of a patent
Found after the schedulesGaps surface once the disclosure schedule is already negotiated

The Solution

Every register pulledStatus and owner of record for each listed asset, in each office
Chain rebuilt link by linkFrom each inventor to the target, with the document behind each link
Liens and fees matchedEach lien matched to its release, each fee priced for closing
Redlines a partner signsGaps become schedule redlines and closing conditions, each value cited

Built-in controls

Only the IP partner signs the schedule
No agent writes to the other side or a lender
Each matter walled off; no model learns from it

What You Get

Deal counsel know what the client is really buying, and each fix is written into the deal before signing.

3 months: recording window, checked on each assignment published

Each chain of title drawnEach link from inventor to target, with its document
Fees priced for closingFees due around signing and closing, at the new owner’s rate
Ready for the other sideRedlines and closing conditions in the schedule’s own form

What the diligence checks

IP due diligence on 82 listed assets, one screen per check

The checks run in deal order, from the register pull to the partner’s sign-off, each beside the lawyer or paralegal who relies on it.

01IP asset register
A register that reconciles the target’s IP schedule with every office
How it works
- The target listed 82 assets, and 82 were found on the registers
- 68 clean chains, 5 title gaps on 14 assets, 2 liens on 40 assets and 1 lapsed
- One square per asset across title, status, liens and fees due in 180 days
- Each row shows owner of record, a chain strip, next fee, lien and license
IP paralegalStops pulling assignment abstracts one asset at a time and goes straight to the rows that disagree with the register.
02Chain of title, gripper patent
A chain of title rebuilt link by link, with the broken one drawn open
How it works
- Each inventor’s link names its document, reel and frame
- Two inventors assigned on one deed, recorded 6 days after signing
- The third signed an employee agreement that only agrees to assign
- The target holds 2 of 3 interests until he signs
Patent attorneySees at once that a promise to assign sits where an assignment should be, and which clause of which agreement says so.
03Unrecorded merger
Mergers and name changes the register has not caught up with
How it works
- Reads certificates of merger and conversion from the data room
- Six patents still name the merged company as owner of record
- Title passed by the merger, so the fix is a recording, not a new deed
- Proposed as a pre-closing covenant, like the four marks under an old name
Corporate associateKnows which gaps are paperwork the seller can record before closing, and which ones change what the client actually owns.
04Liens and releases
A lien check that matches each security interest to its release
How it works
- Each security interest drawn as granted, recorded, repaid and released
- The payoff letter is matched, and no release is found on the register
- The 22 covered assets are listed, the gripper and lapsed patents among them
- A release request is drafted for the partner to approve
Corporate associateThe target’s schedule said none. Finds the lien left behind by an $8.0 million term loan while there is still time to get it released.
05Licenses out
License review for exclusivity, field of use and change-of-control consent
How it works
- Reads each license in and out for exclusivity, field and change of control
- One out-license the target called non-exclusive is exclusive in agricultural harvesting under §2.1
- Its §14.2 needs the licensee’s consent before a change of control
- Proposed as closing condition 4(c)
IP partnerLearns before signing that one customer holds an exclusive field the buyer cannot sell into, and that the sale needs that customer’s consent.
06Fees and deadlines
Fees due around closing, priced at the rate the new owner will pay
How it works
- A 180-day calendar with signing and closing marked on it
- 9 fees, $12,583 in all, each linked to its office record
- Fees due after closing priced at the large-entity rate
- $6,138 more in maintenance fees once the target joins the buyer
IP paralegalHands docketing a fee list already set to the closing date and the buyer’s entity status, so nothing is rebuilt after the deal.
07Issues for the client
An issues list sorted by what the deal does about each one
How it works
- 11 issues in four columns: closing conditions, covenants, disclosures and information
- Each issue shows its severity, the agent that found it and its evidence
- The gripper patent’s missing assignment is rated critical
- A plain version tells the client what each issue means for them
IP partnerDecides the treatment issue by issue with the evidence one click away, and never digs through a long memo for the four that matter.
08Schedule redlines
Disclosure schedule redlines with a record behind each change
How it works
- Strikes the target’s wording and inserts the register’s, entry by entry
- 10 redlines across registered IP, licenses and liens
- Each redline cites its reel and frame or its data-room page
- Two patents move out of the owned list and into licensed in
Corporate associateSends the other side redlines that each open the record they came from, so no one has to check a spreadsheet twice.
09Closing conditions and sign-off
Closing conditions beside a sign-off only the IP partner can give
How it works
- Four conditions: both lien releases, the licensee’s consent and the missing assignment
- The paralegal has verified 82 rows; the patent attorney’s review is still waiting
- An associate cannot sign; only the IP partner signs the verified schedule
IP partnerSigns one verified schedule with each value cited, knowing who drafted it, who verified it and what is still open.

Five title gaps on 14 assets, and the treatment proposed for each

The chain-of-title gaps found on one portfolio, as the issues list puts them to the partner.

Gap	Assets	Proposed treatment
One of three inventors only agreed to assign	1 patent	Closing condition: his assignment, recorded
A merger into the target, left unrecorded	6 patents	Pre-closing covenant: record the merger
A conversion to the current company, left unrecorded	4 marks	Pre-closing covenant: record the conversion
Listed as owned, held under a university license	2 patents	Redline: move to licensed in
A founder’s transfer, unregistered in that office	1 patent	Pre-closing covenant: register the transfer

Behind the findings

The records an IP due diligence finding opens onto

What the patent attorney, the partner and the client read around the register.

Data-room page of an employee invention agreement, section 3(a) agreeing to assign future inventions, with the agent’s note that a promise is not an assignment — **The clause behind the broken link**The inventor’s agreement opens at §3(a): he agrees to assign. The agents set it beside a consultant’s agreement in the same data room that says hereby assigns.

Draft assignment for the missing co-inventor to sign over his interest in the gripper patent, waiting to go to the patent attorney for review — **The corrective assignment, drafted**A short assignment for the missing inventor to sign, drafted from the firm’s form. The patent attorney reviews it, and nothing goes to him without her.

Licenses in: an exclusive university license over two soft-robotics patents the target listed as owned, with notice due within 30 days of a change of control — **Listed as owned, licensed in**Two patents listed as the target’s own belong to a university: an exclusive license at 2.5% of net sales, with notice within 30 days of a change of control.

Lapsed battery-swap dock patent: the 7.5-year fee unpaid through the grace period, with the choice of disclosure only or a petition before closing — **A patent lost in its grace period**The 7.5-year fee went unpaid through the six-month grace period, so the battery-swap patent expired. The partner chooses disclosure only or a petition before closing.

Plain-language issues list for the buyer’s general counsel, led by the critical gripper patent, then the two liens and the licensee’s consent — **The client’s plain version**The same 11 issues in the buyer’s words, led by this one: you would own only part of the gripper patent until a former engineer signs.

IP due diligence audit trail: the register pull, chain rebuild, agreement reading, lien and fee finds, the paralegal’s row check and the associate’s move — **Who verified what, in order**Each agent step and each decision on the matter: 82 assets pulled from 6 offices, chains rebuilt from 214 recorded documents, and the associate’s move to condition 4(d).

Agents that rebuild title and leave each unclear clause to a lawyer

Each one reads and proposes. People decide.

Register reader

Pulls status, owner of record and recorded documents for each listed asset, from each patent and trademark office the target files in.

Never changes the target’s schedule: it records what the register says

Chain builder

Rebuilds each chain of title from inventor or first applicant to the target, and checks each recording against the three-month window.

Never treats agrees to assign as an assignment

Agreement reader

Reads inventor, employee and consultant agreements and licenses for assignment, exclusivity, field of use and change-of-control terms.

Never settles an ambiguous clause: it goes to the patent attorney

Lien finder

Finds security interests on the registers and in the data room, and matches each to its release or payoff letter.

Never assumes a repaid loan means a released lien

Fee watcher

Tracks maintenance fees, annuities and renewals around signing and closing, finds lapses and prices the entity-status change.

Never pays a fee or files a petition

Schedule drafter

Drafts the schedule redlines, the closing conditions and the client’s issues list, each value cited to its record.

Sends nothing to a lender, an office or the other side

What stays with the partner, the patent attorney and the associate

The agents prepare the schedule. People own what it says.

Choosing a treatmentClosing condition, covenant or disclosure: the partner picks for each issue, and the agents only propose.

Signing the scheduleOnly the IP partner signs the verified schedule. The associate drafts it and sends it for sign-off.

Reading an unclear clauseA clause that could be read two ways goes to the patent attorney, who confirms each chain finding.

Writing to anyone outsideNo agent contacts the other side, a lender or an office. Each letter waits for the partner’s approval.

Title, liens and fees: IP due diligence questions

What is IP due diligence?

IP due diligence checks that a target owns the patents and marks it lists, that they are still alive, and what binds them. This solution pulls each listed asset from the registers, rebuilds each chain of title from inventor to target, finds liens and lapses, and drafts the disclosure-schedule redlines the IP partner signs.

How does it treat an inventor who only agreed to assign?

As a gap. A promise to assign future inventions is not an assignment, so the chain stops at that inventor and the clause is shown beside the broken link. The patent attorney confirms the finding, and the inventor’s recorded assignment is proposed as a closing condition.

Can it find a lien whose loan was already repaid?

Yes. Each security interest is matched to its release on the register, and a payoff letter alone does not close it. Where no release was recorded, a release request is drafted for the partner to approve, and the recording is proposed as a closing condition.

Does it cover marks and foreign filings, or only patents?

Both. Patents, applications, registered marks and trademark applications are read from each office the target files in. A transfer that takes effect only once that office registers it is flagged when that registration is missing.

How are fees that fall due around closing handled?

Each maintenance fee, annuity and renewal due around signing and closing is listed, assets that already lapsed are found, and fees due after closing are priced at the rate the buyer will pay. The solution does not pay fees; docketing does.

Who signs the disclosure schedule?

The IP partner on the deal. The associate drafts and sends it for sign-off, the paralegal verifies register rows and the patent attorney confirms chain findings. Each step and signature is in the audit trail, and the matter is walled off from other deals.

Intellectual Property

Know who owns each patent
before the price is set.

Pick a portfolio your firm has already diligenced and watch its chains, liens and redlines rebuilt from the registers.

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IP Due Diligence

The IP schedule is taken on trust until someone pulls the reel and frame

The Problem Today

The Solution

What You Get

IP due diligence on 82 listed assets, one screen per check

A register that reconciles the target’s IP schedule with every office

A chain of title rebuilt link by link, with the broken one drawn open

Mergers and name changes the register has not caught up with

A lien check that matches each security interest to its release

License review for exclusivity, field of use and change-of-control consent

Fees due around closing, priced at the rate the new owner will pay

An issues list sorted by what the deal does about each one

Disclosure schedule redlines with a record behind each change

Closing conditions beside a sign-off only the IP partner can give