The UNCITRAL Annex on Security Rights in IP: A Work in Progress

Abstract

In 2007 UNCITRAL adopted the Legislative Guide on Secured Transactions (henceforth, the Guide). Currently the organisation is endeavoured in drafting an Annex to the Guide aimed at identifying and resolving the particular issues that may arise when intellectual property rights are the object of the security. The purpose of this project is to provide a legislative model for those countries wishing to reform their secured transaction laws, in such a way as to allow for an efficient employment of intellectual property rights as collateral. Indeed, the growth in value of intellectual property rights brought by the advent of the information society has generated a growing interest worldwide in both offering and taking these assets as security for debt finance. This article describes some of the main issues that are currently being discussed in the development of the Annex and the different solutions under consideration; in particular (i) the interaction between the general security register set out in the Guide and the specialised intellectual property registries; (ii) the ordinary course of business exception and its application to intellectual property licences; and (iii) the choice of law rule for transactions creating a security interests over an intellectual property right.

Keywords: UNICTRAL, IP rights, security interests, intellectual property, secured transactions

JEL Classification: K11, O34