Lichtlabor-Berlin

Article 9 of the Single Commercial Code („UZK“) provides that exclusive and non-exclusive licenses appear to be forms of personal property over which a debtor has rights, even if limited, sufficient to constitute a right of safeguard.2 It is generally accepted that a non-exclusive license is a „right to personality“. 3 Where does this personal right relate to assured funding? As has already been said, this article will focus on the issue of licensing and not on the underlying intellectual property vis-√†-vis the UCC. If the borrower is a licensee, the licensor is considered an „account debtor“ after the INVESTIGATION PERIOD. UCC 9-102 (a) (3) means an account debtor as a person who is kept of an account, paper or general document. In this scenario, the licensor`s obligations are more efficient than monetary. As a general rule, the licensor is not required to pay any financial level under the licence agreement, but is expected to work under the conditions set out therein and to make its intellectual property available to the licensee. From the point of view of justice, it would appear that the licensor, with the exception of a form of infringement of intellectual property by the licensee, is not in a position to impede the licensee`s legitimate commercial interest in the licence or the licensee`s ability to exploit that interest for its own benefit in the credit markets. The reality is that as long as there is no default under the credit ratio between the borrower and the lender, the problem does not really boil. Moreover, these relationships with intellectual property give impetus to credit markets and the authors of PEC 9-408(d) appear to have sought to strike some sort of balance between the insured party and the licensor by allowing such security interests while protecting the licensor`s intellectual property right against a seized party. Of course, most IP licenses contain agreements about what the licensee can and cannot do with respect to the underlying ip. One of the most likely agreements will be a prohibition on transferring or transferring the license or pledging the license to a third party as collateral for a loan or other financial housing.

Contrary to the general practice of filing a security agreement with the Patent and Trademark Office or the Copyright Office, federal laws do not require a license to be filed, so there are potential pitfalls for a potential lender in this area. This section is the so-called „anti-assignment“ provision of the PEA. Under this section, a lender would be able to obtain an effective interest in the general intangible, despite the likely contradictory terms of the licence agreement. While the concept of IP licensing as collateral can play an important role in trade finance, lenders need to be aware of the restrictions imposed on them in failure scenarios involving a licensee and, in particular, the rights of the licensor. However, account should be taken not only of the status of lender as a secured creditor in bankruptcy proceedings, but also of the non-insolvency or liquidation of a licensee and the possible sale or other assignment of the licensee or its assets. . . .

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