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License Agreement Ucc

According to the UCC, an intellectual property right is considered “generally intangible”4 For a lender or other financial institution, a general intangible is a collateral category of UCC comfort, while the notion of intellectual property guarantees in its pure form may not be as familiar. Lenders, particularly asset-based lenders, primarily seek a security base during the adoption or approval process. If a borrower`s intellectual property (granted or otherwise) can be properly assessed and obtain value, a lender is generally willing to lend those guarantees within specific parameters, including its ability to enhance a security interest. The bankruptcy of a licensee creates an interesting situation. Like all bankruptcy filings, the final part appears to be a fallback process among secured and unsecured creditors. Most importantly, Section 552 of the U.S. Banking Code invalidates the security interests of real estate acquired as a result of a bankruptcy application, except to the extent that post-petition assets represent the proceeds of pre-petition guarantees. By properly perfecting its security interest in the general intangible part of the licensee, the lender should fall under the status of “secured creditor”, which is of the utmost importance in the event of bankruptcy and imposes itself against an agent or other creditors against the proceeds or any other provision of the shares of the taker.7 According to Article 9 of the Single Code of Commerce (“UCC”), exclusive and non-exclusive licences appear as forms of personal property over which a debtor has rights; even if limited, it is enough for a security interest.2 It is well assumed that a non-exclusive license is a “personal right.” 3 So where does this personality right accord itself with regard to guaranteed financing? First, it should be noted that there is a difference between an “attribution” of intellectual property and a “transfer.” A transfer that is not an absolute sale is a licence.5 The lender is therefore represented in interesting circumstances. What are a lender`s rights, if any, to a borrower/taker who guarantees a credit transaction and how do the donor`s rights come into play? The licensing agreement is one of the main ways in which the parties can exploit the financial importance of intellectual property. The licensee or intellectual property holder may enter into licensing agreements with third-party licensees who mutually benefit the licensee and the taker in their respective activities (hopefully).