Intellectual Property License Contracts: Reflections on a Prospective UNCITRAL Project

48 Pages Posted: 19 Sep 2017 Last revised: 15 Aug 2019

See all articles by Andrea Tosato

Andrea Tosato

University of Nottingham, School of Law; University of Pennsylvania Carey Law School

Date Written: September 15, 2017

Abstract

IP licenses are the leading lady of the information age. The economic and strategic significance of this contract archetype have grown exponentially over the past 40 years. Under this glaring spotlight, it has become increasingly apparent that the legal framework governing these voluntary exchanges is not supportive of the role they play in the modern digital environment. At the domestic level, the applicable rules are often lacunose and suffer from doctrinal underdevelopment; moreover, they are scattered throughout diverse areas of the law, yielding legal uncertainty and rendering a holistic appraisal onerous. Internationally, a comparative analysis of IP licensing regimes reveals a jarring lack of alignment across jurisdictions that severely hinders cross-border transactions. For over a decade, the United Nations Commission on International Trade Law (“UNCITRAL”) has been contemplating the possibility of a project to promote the modernization and harmonization of IP licensing law. During this time, UNCITRAL Member States have continued to grapple with lingering reservations, yet support has grown steadily among practitioners and academics, and is verging on achieving critical mass. This paper provides the theoretical infrastructure for such a project by expounding its possible scope, content and form. The objective of the present enquiry is not to articulate or advocate a single, concrete proposal. Rather, its aim is to identify the policy choices and legal issues that UNCITRAL Member States would face in the elaboration of this project, and coextensively lend color to the decision-making processes that would be required to attain consensus solutions.

Keywords: Intellectual Property, Copyright, Patents, Trademark, Contracts, Licences, IP Commercial Law, IP Licences

JEL Classification: K12

Suggested Citation

Tosato, Andrea, Intellectual Property License Contracts: Reflections on a Prospective UNCITRAL Project (September 15, 2017). University of Cincinnati Law Review, Vol. 4, No. 86, 2018, Available at SSRN: https://ssrn.com/abstract=3037356 or http://dx.doi.org/10.2139/ssrn.3037356

Andrea Tosato (Contact Author)

University of Nottingham, School of Law ( email )

Law and Social Science Building
University Park
Nottingham, NG7 1BB
United Kingdom

University of Pennsylvania Carey Law School ( email )

Philadelphia, PA
United States

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