N.Y. Uniform Commercial Code Law § 9-321: Licensee of General Intangible and Lessee of Goods in Ordinary Course of Business

Section 9--321. Licensee of General Intangible and Lessee of Goods in

Ordinary Course of Business.

(a) "Licensee in ordinary course of business." In this section,

"licensee in ordinary course of business" means a person that becomes a

licensee of a general intangible in good faith, without knowledge that

the license violates the rights of another person in the general

intangible, and in the ordinary course from a person in the business of

licensing general intangibles of that kind. A person becomes a licensee

in the ordinary course if the license to the person comports with the

usual or customary practices in the kind of business in which the

licensor is engaged or with the licensor's own usual or customary

practices.

(b) Rights of licensee in ordinary course of business. A licensee in

ordinary course of business takes its rights under a nonexclusive

license free of a security interest in the general intangible created by

the licensor, even if the security interest is perfected and the

licensee knows of its existence.

(c) Rights of lessee in ordinary course of business. A lessee in

ordinary course of business takes its leasehold interest free of a

security interest in the goods created by the lessor, even if the

security interest is perfected and the lessee knows of its existence.