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All corporate transactions involving intellectual property (IP) assets – e.g., mergers, acquisitions, public or private offerings, licenses, and partnering/development/distribution agreements – require IP-specific due diligence. The party conducting the diligence varies – e.g., licensee, partner, investor, or underwriter – but the task is always to ascertain the scope and strength of the Target’s IP, as well as to understand risks, rewards, and costs of the underlying business transaction. IP due diligence can be expensive and time-consuming and is typically viewed as part of the overall transaction cost. While successful completion of IP diligence is typically a condition of closing, it should be conducted early enough to allow for any necessary course correction. Given invariable budget and time constraints, the following are five essential questions when conducting IP due diligence: