ARTICLE
20 May 2019

License Agreements

EG
ELIG Gürkaynak Attorneys-at-Law

Contributor

ELIG Gürkaynak Attorneys-at-Law is an eminent, independent Turkish law firm based in Istanbul. The firm was founded in 2005. ELIG Gürkaynak is committed to providing its clients with high-quality legal services. We combine a solid knowledge of Turkish law with a business-minded approach to develop legal solutions that meet the ever-changing needs of our clients in their international and domestic operations. Our legal team consists of 90 lawyers. We take pride in being able to assist our clients in all fields of law. Our areas of expertise particularly include competition law, corporate law, M&A, contracts law, white collar irregularities and compliance, data protection and cybersecurity law, litigation and dispute resolution, Internet law, technology, media and telecommunications law, intellectual property law, administrative law, real estate law, anti-dumping law, pharma and healthcare regulatory, employment law, and banking and finance law.
License agreements can be a form of ancillary restraints in concentrations, albeit rarely.
Turkey Competition and Antitrust
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License agreements can be a form of ancillary restraints in concentrations, albeit rarely.

The acquisition of a company or a part of a company can include intellectual property rights or know-how rights, which provide the acquirer with the ability to exploit/absorb the full value of the transferred assets. However, the seller may wish to keep hold of the ownership of such rights and exploit them for additional commercial activities. In this case, the seller may enter into a licensing agreement with the acquirer. With this licensing agreement, the seller can grant licenses to the acquirer, ensuring thereby that the acquirer will in reality be able to fully use all the transferred assets.

Nevertheless, this right of the seller is not absolute. If the acquirer needs the intellectual property rights (in particular the licenses, trademarks, business names, design rights, copyrights or similar rights) in order to market the goods or services produced by the transferred company or by the transferred part of the company, then the licenses in favor of the seller are not considered necessary for the implementation of the acquisition. That being said, the protection of the acquirer is preferred over the seller’s right to remain the owner of the intellectual property rights or know-how rights.

Likewise, the seller may wish to continue using some or all of the intellectual property rights or know-how rights for other commercial activities, even though he has already transferred them to the acquirer together with the other assets of the company or the part of the company. In this case, the acquirer may enter into a licensing agreement with the seller. With this licensing agreement, the acquirer can grant licenses to the seller in order to ensure that the latter will be able to continue using the transferred rights.

The licensing of intellectual property rights or know-how can be considered a necessary or integral part of the acquisition transaction. License agreements can be limited to a certain period of time or a certain fields of use—to the extent that they correspond to the activities of the company or the part of the company transferred. Additionally, licenses may be simple or exclusive. In either case, license agreement should be necessary, objective and reasonable for the implementation of the transaction, like all types of ancillary restraints.

Take Note
This document is not intended to create an attorney-client relationship. You should not act or rely on any information in this document without first seeking legal advice. This material is intended for general information purposes only and does not constitute legal advice. If you have any specific questions on any legal matter, you should consult a professional legal services provider.
ARTICLE
20 May 2019

License Agreements

Turkey Competition and Antitrust

Contributor

ELIG Gürkaynak Attorneys-at-Law is an eminent, independent Turkish law firm based in Istanbul. The firm was founded in 2005. ELIG Gürkaynak is committed to providing its clients with high-quality legal services. We combine a solid knowledge of Turkish law with a business-minded approach to develop legal solutions that meet the ever-changing needs of our clients in their international and domestic operations. Our legal team consists of 90 lawyers. We take pride in being able to assist our clients in all fields of law. Our areas of expertise particularly include competition law, corporate law, M&A, contracts law, white collar irregularities and compliance, data protection and cybersecurity law, litigation and dispute resolution, Internet law, technology, media and telecommunications law, intellectual property law, administrative law, real estate law, anti-dumping law, pharma and healthcare regulatory, employment law, and banking and finance law.

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