Article by Vijay Pal Dalmia, Advocate, Supreme
Court of India and Delhi High Court, Partner & Head of
Intellectual Property Laws Division, Vaish Associates Advocates,
India
email: [email protected]
Mobile: +91 9810081079
What is a Due Diligence?
- A fact finding
- "What are the facts"
- An assessment
- "What do I think of this"
- A validation or corroboration
- "Is this what I'm told it is"
- "am I getting what I understand I should be getting"
- Types of due diligence
- IP ownership and rights due diligence
- patent position due diligence (validity and infringement)
- scientific / technical due diligence
WHEN?
- Acquisition
- License agreement
- Assignment of IP
- Corporate merger
- Financing
- Takeover
- Tax Benefits
- Joint venture
WHY?
- To ascertain IPRs used in the business
- What is the value
- Hence level of risk
- Who owns it
- could I sue or could someone sue me?
- Better exploitation of IP
- licensing in or out of technology
- Risk Minimisation
WHO?
- In case of all types of corporate ventures, both parties should undertake the due diligence.
- In case of licensing agreement
- Both licensor and licensee.
- Licensor, to ascertain the licensee's ability to pay the licensor or exploit the licensed IP
- Licensee, to ensure that the licensor has the power to grant the license.
- Similarly, In case of assignment agreements, both the assignor and the assignee should conduct the due diligence on each other.
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