Adam Wolk, left, and Barbara Goodstein, right, of Mayer Brown. Courtesy photos Licensees in the Ordinary Course of Business: What's Exclusive and What's Not
'North Star' underscores the important distinction between nonexclusive and exclusive license agreements when foreclosing on a licensed asset. A licensee seeking to acquire use rights in trademarks encumbered by a perfected security interest should weigh the benefits under Section 9-321 of a nonexclusive license against possible commercial advantages of an exclusive license.
April 03, 2024 at 10:00 AM
9 minute read
One of the important themes of Article 9 of the Uniform Commercial Code (UCC) is to protect the rights of secured parties, but in a manner so as to preserve marketability of assets. Accordingly, the superior rights of a "buyer in the ordinary course of business" as against the rights of a secured creditor is a concept familiar to many finance practitioners. What may be less familiar to practitioners is that superior rights are also afforded to licensees under Article 9, and in particular to licensees "in the ordinary course of business," a fact becoming increasingly relevant to creditors given the explosive growth in intellectual property assets and their use as collateral.
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