Technology: Licensee transferability rights are unique under the law
Most contract rights are transferable, absent an express anti-transfer prohibition in the agreement (or if the transfer would materially burden the other party). Additionally, in a statutory merger, the contract rights of the parties generally are deemed automatically vested in the surviving entity without the need for an assignment.
March 02, 2012 at 05:15 AM
6 minute read
The original version of this story was published on Law.com
This series addresses the needs the legal community has for technology licensing knowledge by laying out basic concepts, identifying traps for the unwary and offering drafting and negotiating tips Click here to read parts one, two, three, four and five.
Most contract rights are transferable, absent an express anti-transfer prohibition in the agreement (or if the transfer would materially burden the other party). Additionally, in a statutory merger, the contract rights of the parties generally are deemed automatically vested in the surviving entity without the need for an assignment.
Inbound IP license agreements, however, are treated quite differently under the applicable federal common law.
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