IP Audit and Strategy.
For portfolio health review, coverage gap analysis, and strategic IP planning at the advisory stage, prior to or independent of a transaction.
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IP Due Diligence
IP due diligence is the structured assessment of an entity’s intellectual property portfolio across all asset classes (patents, trademarks, copyrights, and designs) to establish ownership, validity, enforceability, encumbrance status, and risk exposure before a transaction, investment, or licensing commitment is concluded. India’s statutory frameworks for each asset class impose distinct ownership, recordal, and transferability rules that make cross-class verification a specialist exercise. Intepat conducts IP due diligence with coverage across all four IP rights, with India-side analysis coordinated by attorneys and agents whose credentials match the assets in scope.
Share your transaction scope for an IP due diligence discussionInitial scoping is confidential. Conflict checks are completed before portfolio documents are shared.
Cross-IP Asset Verification
Validity and FTO Review
Ownership and Encumbrance Check
Recordal-Status Review
Transaction-Grade Report
The questions IP due diligence answers
A transaction team commissioning IP due diligence needs verified answers to these questions before closing, funding, or signing:
Does the entity own the IP it claims to own?
Ownership questions arise across every asset class. Patent ownership traces from named inventors through recorded assignments at the Indian Patent Office. Trademark ownership is confirmed against registry records, with unrecorded assignments assessed under Section 45 of the Trade Marks Act, 1999. Copyright ownership turns on whether the work was created under a contract of service (employer is first owner under Section 17 of the Copyright Act, 1957) or by an independent contractor (creator retains ownership absent express written assignment). Design rights are verified against the Designs Registry.
Is the IP valid and subsisting?
Registered rights that have lapsed for non-renewal, been successfully invalidated, or are under active challenge cannot be priced from the entity's own schedules. Official registry verification is required across patents, trademarks, and designs.
Are there encumbrances that affect what transfers?
Security interests, licences, sub-licences, exclusivity commitments, change-of-control provisions, and pending disputes can all constrain what the acquirer receives. Each asset class has distinct recordal rules governing whether these encumbrances are visible on a registry search.
Could third-party IP restrict commercial use?
Freedom-to-operate spot checks identify third-party rights that may restrict post-closing commercialisation.
Are assignments and licences properly documented and recorded?
Under Section 45 of the Trade Marks Act, 1999, an unrecorded trademark assignment is ineffective against a person acquiring a conflicting interest without knowledge of it. Patent assignments, licences, and other interests must be in writing and recorded with the Controller under Sections 68 and 69 of the Patents Act, 1970. For contractor-created copyright works, a written assignment under Section 19 of the Copyright Act, 1957 is required unless a specific Section 17 exception applies.
Engagement scope
A standard IP due diligence engagement with Intepat covers the following IP services, with scope extensions agreed at scoping.
Patent portfolio.
Asset list confirmed against IP India records, with each patent and application verified for filing date, grant status, annuity-payment standing, and expiry. Chain of title traced under Sections 68 and 69 of the Patents Act, 1970. Validity risk-banded for commercially significant assets. Freedom-to-operate spot checks run on key products or processes. Encumbrances and licences reviewed for change-of-control implications.
Trademark portfolio.
Registered and applied-for marks confirmed against the Trade Marks Registry. Ownership verified; unrecorded assignments assessed for third-party effectiveness under Section 45. Non-use vulnerability assessed for marks approaching the five-year period under Section 47 of the Trade Marks Act, 1999. Pending oppositions, rectification proceedings, and registered user arrangements reviewed.
Copyright assets.
Authorship and ownership records reviewed against employment agreements, contractor agreements, and assignment deeds. Section 17 of the Copyright Act, 1957 analysis applied to distinguish works vesting in the employer from contractor-created works requiring a written Section 19 assignment. Software source code, databases, and creative content are assessed under this framework.
Design assets.
Registered designs confirmed against the Designs Registry. Registration term and renewal standing verified under the Designs Act, 2000. Assignment and transmission records reviewed. Cancellation exposure is screened for prior publication, prior registration, novelty and originality risk, and whether the subject matter falls within the statutory definition of a design.
How Intepat conducts IP due diligence in India
The engagement opens with a data-room access protocol agreed with the client. Documents requested include the entity’s IP schedule, assignment deeds across IP services, employment and contractor agreements governing IP ownership, existing licences and registered user arrangements, security interests, and any prior due diligence reports.
Registry records are verified directly: IP India for patents, the Trade Marks Registry for marks, the Copyright Office for registered copyrights, and the Designs Registry for designs. Discrepancies between the entity’s claimed portfolio and official records are documented before analysis proceeds. Work is coordinated by attorneys whose credentials correspond to the assets in scope: registered Indian Patent Agents supervise patent analysis; trademark agents supervise trademark review; copyright and designs counsel handle those classes. The report can be structured as a standalone India-side document or as an India annexure within a broader global exercise.
IP due diligence deliverables
The IP due diligence report comprises the following elements, calibrated to the agreed scope.
Executive summary
A concise statement of the overall IP risk position across services, keyed to the transaction's stated rationale. Written for a reader briefing a board or investment committee without reviewing the full report.
Asset register
A tabular record of every registered and noted unregistered asset in scope, with status, expiry or renewal dates, ownership confirmation, and a risk-band designation by asset class.
Chain-of-title findings
Summary of ownership tracing, highlighting gaps, unrecorded assignments, or consent requirements that could affect enforceability or transaction certainty.
Validity and enforceability risk summary
Key assets ranked by challenge exposure, with brief explanatory notes on the basis for each risk designation. For patents, risk-banded by prior-art exposure; for trademarks, by non-use and registry challenge risk.
Encumbrance and licence schedule
Third-party rights reviewed across IP Services, including scope, territory, sub-licensing rights, and change-of-control implications.
Recommendations
Closing conditions, pre-closing curative actions, post-closing recordal steps, and any assets recommended for exclusion or further standalone analysis.
When to commission IP due diligence
Pre-investment, Series A and later rounds.
Investors evaluating technology companies need independent confirmation that the IP supporting the valuation is owned cleanly. Ownership gaps in copyright and unrecorded trademark assignments are common findings.
Pre-acquisition and asset purchase.
Acquirers need to verify that all IP classes transfer with clear title. Cross-class verification covers trademark, copyright, and design assets that a patent-only review will not reach.
Pre-licensing, inbound and outbound.
A licensor or licensee entering a significant cross-portfolio agreement benefits from independent confirmation that the licensor owns what it proposes to licence.
Board-mandated or lender-required review.
Boards and lenders sometimes require independent IP verification before approving a transaction or credit facility. The multi-IP scope satisfies requirements that a single-class review cannot.
Post-acquisition integration.
Where a prior engagement was scoped narrowly or conducted under time pressure, a post-closing review establishes the corrected baseline for the acquiring entity's IP management.
Who this is for
- Private equity and venture capital investors evaluating technology or consumer brand acquisitions where multiple IP services are material to the valuation
- Strategic acquirers and their in-house IP counsel requiring cross-class due diligence ahead of closing
- Founders and management teams preparing multi-IP portfolios for a fundraising, sale, or IPO data-room review
- Foreign IP firms and transaction counsel requiring India-side registry verification and risk assessment across patents, trademarks, copyrights, and designs
- Lenders and financial institutions requiring independent IP assessment across asset classes before approving facilities backed by intangible assets
- Licensing counterparties entering significant inbound or outbound agreements tied to a broad IP portfolio
Confidentiality and conflict protocols
IP due diligence is handled under strict confidentiality from the first contact. Portfolio details, transaction terms, and data-room materials are not disclosed outside the engagement team, except as authorised by the client or required for agreed associate-counsel coordination or legal compliance.
Before any engagement is opened, Intepat runs a conflict check against its existing client base across all IP services. Where a conflict is identified, it is disclosed before the engagement proceeds; where it cannot be managed, the engagement is declined. Conflict clearance is completed before any documents are shared.
Engagements are structured to support NDA coverage by the transaction parties: Intepat operates as a sub-recipient of confidential information under the transaction NDA or under its own bilateral NDA with the client, as the agreed arrangement requires.
Related IP services
IP Due Diligence FAQs
What is the difference between IP due diligence and an IP audit?
An IP audit confirms what is registered, what lapses are pending, and where coverage gaps exist, and is conducted for internal strategic planning. IP due diligence is transaction-oriented: it adds third-party verification against official registry records, independent validity risk assessment, chain-of-title tracing, encumbrance review, and a report structured for a board, investor, or transaction counsel audience.
Which IP registries are checked in an India-side IP due diligence?
The engagement verifies patents through IP India records, trademarks through the Trade Marks Registry, registered copyrights through the Copyright Office, and registered designs through the Designs Registry. For unregistered IP, the review draws on the entity's own records, employment and contractor agreements, and market usage evidence. Where the portfolio includes foreign assets, foreign register checks are added through associate counsel in the relevant jurisdictions.
Why does copyright ownership require specific due diligence in technology transactions?
Technology transactions frequently involve software, databases, and creative content developed by contractors. Under Section 17 of the Copyright Act, 1957, works created by employees under a contract of service vest in the employer; works by independent contractors vest in the creator absent a written assignment under Section 19. Many early-stage companies commission software development without obtaining written assignments, which is among the most common findings in technology M&A.
Can IP due diligence be limited to one or two asset classes?
Yes. The engagement is scoped against the transaction's risk priorities at the outset. A consumer brand transaction may focus primarily on trademarks with a supporting copyright review; a hardware acquisition may focus on patents and designs. Where one asset class is substantially more critical, the scope weighting is agreed at the brief stage. IP-right-specific due diligence is available as a standalone service.
How are data-room materials managed to protect confidentiality?
Data-room access is governed by the NDA arrangements agreed between the transaction parties, within which Intepat operates as a sub-recipient. Portfolio documents, prosecution files, assignment deeds, licence agreements, and employment records shared with the engagement team are handled exclusively within the scope of the engagement and are not disclosed to any other party. Conflict clearance ensures that no material conflict exists before documents are received.
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