1. Chain of title. Whether the registered owner really is the target, whether every historical assignment has been registered, and whether any core right is still held in the name of a founder or a related individual.
2. Encumbrances. Pledges, licenses — exclusive licenses above all — and co-ownership, together with any change-of-control clause buried in a license agreement.
3. Validity and maintenance. Annuity and renewal payment history, any pending opposition, invalidation or non-use cancellation, and whether the core trademarks are actually in use.
4. Employee and contractor rights. Whether assignments from employees and outside developers are complete, and whether any statutory rewards or remuneration for employee inventions remain outstanding.
5. Open source and third-party components. The copyleft, or viral, effect of open-source licenses running through the software product.
6. Disputes and administrative penalties.
7. Fit with the business. Whether the rights on hand actually cover the main products and the main markets, and where a key product has no corresponding right behind it.
Split the findings into what has to be fixed before closing and what can be remediated afterwards, and map each to the representations and warranties, the special indemnities and the price adjustment mechanism in the transaction documents.
