Commercial contracts

Intracompany

Internal licensing, also known as intracompany licensing, is a process by which a company licenses its own intellectual property (IP) rights to one operating company or several operating companies within the same business group. This can range from trademarks and patents to copyrights and know-how. Although it takes place within one company, there are important legal considerations to take into account.

Why?

In many companies, intellectual property rights such as patents, trademarks and copyrights are located in the BV/company at risk. Something can also go wrong in your company, as a result of which your company unfortunately cannot keep its head above water. It would be a shame if all rights fell into the hands of the receiver, resulting in a loss of capital and making a relaunch unnecessarily difficult.

Therefore, it is usually wise to keep the rights outside the risk-bearing operating company and place them in a separate company (e.g., holding company or special IP company) or perhaps even keep them in private hands. Measures may be needed to make that happen.

It may also be wise to separate the rights from the operating company for other reasons, e.g., merger or acquisition.

Steps

Identification of rights present such as:
- patent rights / breeders' rights
- copyrights
- design rights
- database rights / topographies of chips
- trademark rights
- unregistered models
- domain names
- secret know-how

2. Valuation of rights to be transferred (for tax and legal reasons)

3. Transfer of rights by risk-bearing company at fair consideration to holding/IP company

4. License to high-risk company (possibly combined in a production license or distribution and marketing agreement)

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FAQ