What is an IP audit
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What is an IP audit and when should one be carried out?
An IP audit is a structured review of a company's intellectual property assets — covering the inventory of rights, verification of title, assessment of the scope and effectiveness of protection, and identification of gaps and risks. It is worth carrying out before a transaction, ahead of an investment round, in the context of a restructuring, or when implementing a new IP protection strategy. An audit gives a clear and accurate picture of what the business actually owns.
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What is the difference between an IP audit and IP due diligence?
An IP audit is typically initiated by the asset owner and focuses on assessing their own portfolio. IP due diligence, by contrast, is part of a transaction process and is conducted from the perspective of a buyer or investor — its purpose is to verify the other party's assets and assess the risks that could affect the value or outcome of the deal. In practice, both processes rely on a similar methodology.
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What does IP due diligence cover in an M&A transaction?
IP due diligence examines whether the target company's intellectual property assets are complete, properly protected, and free from third-party claims. It includes a review of trade mark and patent registers, verification of licence agreements and contracts with employees and contractors, and an assessment of risks arising from any ongoing disputes or infringement issues. The findings directly inform the transaction valuation and the terms of the deal.
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Can an IP audit be limited to a specific area?
Yes — an audit can cover the entire IP portfolio or be scoped to a particular area, such as trade marks only or contracts governing the transfer of IP rights from employees and contractors. That said, a partial audit is relatively uncommon in practice and can be incomplete — certain areas of IP are interconnected, and it can be difficult to assess one without looking at others. The appropriate scope is always agreed with the client and should be tailored to the purpose the audit is meant to serve.
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Is an IP audit worthwhile even when a transaction is not on the horizon?
Absolutely — particularly where a company has built up a substantial IP portfolio over time without a coherent protection strategy. In such cases, registrations are often made reactively, in response to immediate needs, without consistent planning of territorial or class coverage. An audit allows the portfolio to be assessed and rationalised — identifying which rights genuinely contribute to business value and which are simply generating renewal costs without commercial justification. It is also a natural moment for an audit when changing IP counsel: before a new firm takes over, it is important to establish a clear picture of the current portfolio, outstanding deadlines, and any ongoing obligations, to ensure there are no gaps in the continuity of protection.
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Is it worth conducting an IP audit of acquired assets following a takeover?
Yes — even where pre-transaction due diligence was thorough. After closing, it is worth verifying that all rights have been effectively transferred, that register entries have been updated, and that no new risks have emerged from the integration of the two portfolios.
Process
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How does an IP audit work and what does it produce?
The process begins with the collection and review of relevant documentation. We assess the legal status of individual assets, identify gaps and risks, and evaluate the effectiveness of existing protection. The output is a written report covering the portfolio inventory, risk assessment, and concrete recommendations — not a list of problems, but an actionable plan.
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How long does an IP audit take?
This depends on the scope and complexity of the portfolio and the availability of documentation on the client's side. An audit focused on a specific area of risk can be completed within a few working days. A comprehensive review of a complex IP portfolio typically takes several weeks. Where the audit is connected to a transaction, we align the timeline with the client's process.
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Will you flag important findings during the audit, rather than waiting for the final report?
Yes — if we identify a risk that requires urgent attention during the course of the review, we inform the client immediately without waiting for the report to be finalised. This is particularly important when an audit is running in parallel with a transaction process, where timing can be critical.
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Does the audit have to be conducted in person, or can it be done remotely?
The process is conducted entirely remotely — documentation is exchanged and working discussions take place online. A face-to-face meeting can be useful when presenting findings and recommendations, but it is not a requirement.
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Is the complexity of an IP audit or due diligence always the same?
No — complexity varies considerably depending on the nature and depth of the assets being reviewed. A trade mark portfolio review is generally more straightforward and predictable in scope. Patent portfolios — whether in an audit or due diligence context — may require not only a formal review but also a substantive assessment of the scope, validity, and vulnerability to invalidity of individual patents. This calls for the involvement of technical specialists in the relevant field, which has a significant bearing on the scope and cost of the exercise.
Costs
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What determines the cost of an IP audit or due diligence?
Cost depends primarily on the scope of the IP rights being reviewed and, in the case of due diligence, on the subject matter and complexity of the transaction. The quality of the documentation made available by the client is also a significant factor — an incomplete or poorly organised data room extends the review and affects the overall cost. Each engagement is quoted individually following an initial scoping discussion.
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Can the findings of IP due diligence be used in deal negotiations?
Yes, indirectly — due diligence findings are one of the key inputs in negotiations over price and deal terms, and can sometimes determine whether a transaction proceeds at all. Where identified risks do not prevent the deal from going forward, they may support a price reduction or the inclusion of specific contractual protections — such as an obligation on the seller to remedy identified deficiencies before closing. Well-conducted IP due diligence gives the buyer concrete negotiating leverage, not just an awareness of risk.