Diligence That Tracks the Deal
IP due diligence answers two questions: does the target own what it says it owns, and can it operate without being sued by a competitor? Both questions become material in venture financings, acquisitions, and licensing transactions. Birdrock IP provides independent IP diligence for venture capital firms, acquirers, and target companies preparing to be diligenced.
Diligence for Venture Capital Firms
For VC firms evaluating pre-seed through Series B investments, our diligence is structured as a fixed-scope service with a defined deliverable. We review the target's patent portfolio, assess the validity and enforceability of key assets, conduct freedom to operate analysis on the core product, and verify chain of title from inventors through assignment to the company. Where the target has IP issues, unrecorded assignments, contractor inventions never assigned, weak claim scope, we flag these clearly with practical remediation paths.
The deliverable is a written report you can share with your investment committee, partners, and other syndicate members. Most engagements complete within two to three weeks.
Diligence for Acquirers
For acquirers, IP diligence is often the difference between a clean closing and a renegotiated price. We work with deal counsel and the acquirer's internal team to evaluate the target's patent portfolio, identify infringement exposure, and assess the integration risk between the target's IP and the acquirer's existing portfolio. For mechanical and medical device acquisitions, technical understanding matters — we evaluate whether claimed inventions are genuinely novel relative to the buyer's existing technology.
Diligence for Target Companies
For companies preparing to enter a transaction, we conduct internal IP audits identifying issues before the buyer or investor finds them. Common findings include unrecorded assignments, inventor disputes, contractor work without IP assignment, joint development agreements with unclear ownership, and government rights under Bayh-Dole. Cleaning these up before diligence is dramatically cheaper than cleaning them up under deal pressure.
What We Look For
- Chain of title — proper assignment from each inventor through to the company, recorded with the USPTO where applicable
- Inventorship — accurately identified inventors, including any omitted contributors who could later claim ownership
- Claim validity — substantive review of key claims against known prior art
- Freedom to operate — exposure to third-party patents on the core product or service
- Encumbrances — outstanding licenses, government rights, security interests, or co-ownership arrangements
- Trade secret hygiene — confidentiality agreements, employee NDAs, contractor IP assignments
- Open source obligations — software in physical devices subject to copyleft licenses