Check who owns the intellectual property and what sort of protection it has. Bear in mind that a single product, for example, might be protected by several different patents and a registered design. You will also need to confirm whether the owner has already granted licences to others to use the intellectual property you are interested in.
Decide whether you need the exclusive rights to the intellectual property, or just permission to use it. Investigate how valuable the intellectual property is to the current owner - how profitably they are exploiting it and what their future prospects are (for example, if a patent is near expiry). Consider also to what extent granting you rights to use it would damage the original owner's returns. If, for example, you operate in a different market, your use of their intellectual property might have little impact on their own operations.
Then negotiate an agreement and a written contract.