The IP Questions That Slow Down Series B Term Sheets

At the seed stage, investors ask whether you have filed anything. At Series A, they ask what you have filed. By Series B, they ask whether your filings actually cover the business you are describing in the deck. That is a different question, and it is the one that catches teams off guard.

Question one: does the portfolio match the pitch?

Growth stage decks describe defensibility. Diligence tests it. If the deck says the moat is a proprietary matching engine and the only filing on record covers an early data pipeline, the story and the record disagree. Investors rarely walk over this, but it invites a broader look at everything else.

Question two: who contributed, and did they assign?

Between rounds, most companies hire quickly and use contractors. Assignment language often gets missed in that period. Every contributor to core technology should have a signed agreement assigning rights to the company. Retroactive fixes are possible, but they are slower and more awkward once a former contractor knows a financing is underway.

Question three: what happens if a bigger player enters?

This is a strategy question rather than a paperwork one. Investors want to hear a coherent answer about what protects the business if a well capitalized incumbent ships something similar. Filings are part of that answer. Trade secret controls, data advantages, switching costs, and distribution are the rest. A thoughtful answer that names the limits of each is more credible than an answer that claims patents solve everything.

Question four: what is the plan for the next twenty four months?

A roadmap that ties planned filings to planned product releases signals that IP is managed rather than opportunistic. It does not need to be elaborate. A one page plan showing which releases will trigger invention review, and roughly what budget is allocated, covers it.

A simple pre round checklist

• Inventory of filings mapped to product lines and revenue
• Complete assignment records for employees and contractors
• Documented review of third party risk in your core product area
• Written trade secret policy with evidence it is followed
• A short forward looking filing plan tied to the product roadmap

We built our IP strategy work for growth stage companies around exactly this list, because the same five items surface in nearly every process.

None of this makes a weak business fundable. What it does is remove a category of friction that has nothing to do with how good the company is, which is the most avoidable kind of friction there is.