Mergers And IP License Agreements

Law360, New York (October 5, 2009, 2:10 PM EDT) -- In Cincom Systems Inc. v. Novelis Corp., 2009 WL 3048436 (6th Cir., Sept. 25, 2009), the Sixth Circuit Court of Appeals affirmed and explained its prior holding that a merger may constitute an impermissible transfer of an intellectual property license absent text in the license agreement to the contrary.

The synergies and other benefits upon which the decision to enter into a merger is based typically assume that the surviving entity will have the same right to use all of the assets held by the constituent...
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