• Minimize risk by identifying potential problems
• Gain understanding of all IP and technology aspects of business
• Valuation of IP and technology assets
• Allocation of risk in reps⁄warranties and indemnities

• Validity, enforceability, scope and protection
• Nature of third party IP⁄ third party consents
• Verification of ownership of IP rights⁄ identification of co-owners
• Infringement of third party rights – Have there been appropriate clearances conducted?
• Pending and threatened claims
• Liens, security interests, encumbrances (incl. third party licenses), judgments
• Open source software
• Privacy and data protection issues