Cincom Systems v. Novelis Corp: What happens to a license in a statutory merger?

By: Howard Zaharoff

IP and Technology Licensing Attorney Howard ZaharoffMost contracts are assignable, unless they say otherwise. But intellectual property licenses – including software licenses – are an exception: not assignable unless they say otherwise.

This doesn’t mean every change of control is a problem; but Cincom Systems v. Novelis Corp. (6th Cir. 2009) reminds us that a statutory merger that results in a new entity using technology that was originally licensed to the merged entity may be deemed a transfer which, if done without licensor permission, can get the successor in trouble.

To learn more, please view full article.

For more on IP licensing, please contact Howard Zaharoff.

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