In the Google acquisition of Motorola mobile, Microsoft's acquisition of NOKIA's mobile phone business of the two nerve incite people to trade, patent is a particularly striking word. In fact, intellectual property rights have become more and more important since the beginning of 90s, especially in cross-border mergers and acquisitions. The value of intellectual property is not only reflected in Microsoft, Google, Motorola, NOKIA these giants, many SMEs through access to intellectual property rights to expand or improve the performance and enhance the competitiveness; at the same time, choose the right time since some intellectual property has to be disposed to be realized, also become a profit the source of many small and medium enterprises. The ensuing question is how to define the importance of intellectual property rights and their value in mergers and acquisitions, which requires a due diligence on intellectual property rights.

Due diligence, simply find out other funders in advance of all family property, including intellectual property resources. In mergers and acquisitions, joint ventures, licensing trade, investment, enterprise listing, financing and other activities, to find the problem of intellectual property rights, to determine the value of intellectual property and avoid potential risks, need for intellectual property due diligence. Through investigation to clarify the relationship between ownership and rights, intellectual property rights of the enterprise profit contribution, the business development may bring the power factor, also learn to master the core technology of the important people, provide a reference for the purchase price. The story of the remaining mass, BMW and Rolls-Royce, the domestic automobile enterprises and the two spin story of another British car brand again, Lenovo's acquisition of IBM's personal computer business and blackberry outgoing "gossip", which highlights the intellectual property due diligence in the purchase and priority activities, the results should be as the basis of the decision of M & A.

In general, due diligence is conducted prior to the signing of the letter of intent to the formal signing of the purchase agreement. The early stage, due to the intellectual property of this special intangible assets, especially the technical and business secrets, because of its particularity, both sides need to sign a confidentiality agreement, clear when and how to conduct due diligence and other matters. After that, detailed and in-depth due diligence can be carried out. Through investigation of patent, trademark, copyright, trade secrets and technical secrets, commercial mark, semiconductor integrated circuit layout design right, the domain name of the new plant varieties, new varieties, goodwill and other intellectual property rights of the authenticity, legitimacy, effectiveness, certainty, stability, integrity, regional, actual control of survey and qualitative. In addition, it should also investigate whether the target party has licensed the third party, the contract becomes licensee, and the applicability of these licensing contracts to mergers and acquisitions, so as to prevent the loss of important intellectual property rights in the M & a activities.

In the process of mergers and acquisitions, due diligence of intellectual property rights in addition to investigation and relevant laws, often need to analyze and evaluate the value of intellectual property rights in the enterprise from business, technology, finance, taxation and other aspects, so due diligence should include all aspects of the professional team after careful investigation and Research of the complete. For example, due diligence requires investigation of the rights of other related patents, involving interpretation of claims and interpretation of the trial process, and requires knowledge of patent agents. For example, the right to judge the stability of, involved in information retrieval and data processing, retrieval including the selection and use of the database, for knowing where to check, but also know what to check, but also to know what the database has defects, which consists of people understand the retrieval of patent documents to deal with more appropriate.

Intellectual property due diligence not perfect but the enterprise merger and acquisition, specious writing, especially the key issues of transnational mergers and acquisitions in a life-and-death matter, Google and Microsoft merger of patent value, to make our country enterprise soberly to intellectual property due diligence in mergers and acquisitions in the appropriate position, not only attach importance to obtain tangible property, and abandon the neglect or even given its spiritual and internal power of the intangible property, including the existing intellectual property rights, including its key figures to the creation of intellectual property. In China's enterprises to carry out cross-border mergers and acquisitions continue today, more universal knowledge, increase awareness of the importance of this issue from outside the box, to avoid detours and even take a shortcut. (author / Xie Xitang) source: intellectual property daily