Intellectual Property License Contracts: Reflections on a prospective UNCITRAL Project

Intellectual property licensing has become a cornerstone of the global knowledge economy, facilitating technology transfer, commercialization of innovations, and cross-border collaboration. Despite the economic importance of IP licenses, the contract law governing these agreements remains largely unharmonized at the international level. This Article examines the potential for international harmonization of IP licensing rules, focusing on a prospective project by the United Nations Commission on International Trade Law (UNCITRAL). The Article analyzes whether the development of international principles or model rules for IP license contracts would be desirable and feasible. Through examination of existing national approaches to IP licensing, the Article identifies common issues that arise across jurisdictions, including: the interpretation of license grants, the allocation of risks between licensors and licensees, default rules for key contractual terms, and the treatment of licenses in insolvency. The Article demonstrates significant variations in how different legal systems address these issues, creating uncertainty and costs in cross-border licensing transactions. It evaluates whether international harmonization efforts could reduce this fragmentation while respecting legitimate differences in national approaches to intellectual property. The Article also examines previous attempts at harmonization in related areas, including the UNIDROIT Principles of International Commercial Contracts and the Principles of European Contract Law, to assess what lessons might be learned. The analysis reveals both opportunities and challenges for an UNCITRAL project on IP licensing. While certain aspects of license contracts might benefit from international principles, other areas involve policy choices closely tied to national IP regimes. The Article concludes by outlining a framework for selective harmonization that could enhance legal certainty without compromising national sovereignty over core IP policy decisions.