Intellectual Property licensing from business with tax liens, pending bankruptcy

[adenjo]

Looking for advice on the following scenario.

My business in California is a creditor to another corporation in California. This corporation is offering my business exclusive licensing rights to their Trademark and product designs. Thus my company could then manufacture these products and sell them under their brand name. They would then get a residual percentage as a licensing fee.

My questions are.

1. If there is a current federal tax lien against this company does that in any way prevent them from licensing their brand name and product designs to another company?
2. If my company became the licensor (via IP attorney written agreement etc) can this license be revoked by the IRS, or courts if then company went brankrupt, was sued etc?

My company is not looking to "purchase" any of the companies assets, only get a license to manufacture their product designs and use their brand name.

[onwards]

Ah... ask your outside counsel? you do have one, right?

[adenjo]

Ah... ask your outside counsel? you do have one, right?

Well, was hoping for some advice from the forum. What's the use of this forum then? Yes, I have counsel...

[onwards]

Well, was hoping for some advice from the forum. What's the use of this forum then? Yes, I have counsel...

This is a highly specialized question in a very specific area of the law (intellectual property) that the vast majority of people have zero clue about. Furthermore, it would appear that the case is in itself specific and that the consequences are potentially remarkable only with regards to it, without a general application.

By all means, ask away; I merely wish to point out that to do so on a generic Internet forum seems somewhat self-defeating.

[HHM]

As was mentioned, very specialized.

But in general

1. No, licensing does not pass ownership.
2. Yes, a bk or IRS lien controls the asset. Even though the master licensing agreement would not be a "purchase", the IRS or BK court could revoke your right to license it because the company from which you licensed it would lose its right to do so.