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S.B. 142
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VETOES
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(3) IF THE FINANCIER BECAME A LICENSEE AND MADE A TRANSFER OR
SUBLICENSE THAT WAS EFFECTIVE UNDER § 21-508 OF THIS SUBTITLE, IT MAY
EXERCISE THE REMEDIES OF A LICENSOR FOR BREACH, INCLUDING THE RIGHTS OF
AN AGGRIEVED PARTY UNDER § 21-815 OF THIS TITLE, SUBJECT TO THE LIMITATIONS
OF § 21-816 OF THIS TITLE.
(4) IF THE FINANCIER DID NOT BECOME A LICENSEE OR DID NOT MAKE
A TRANSFER THAT WAS EFFECTIVE UNDER § 21-508 OF THIS SUBTITLE, IT MAY
ENFORCE A CONTRACTUAL RIGHT CONTAINED IN THE FINANCIAL ACCOMMODATION
CONTRACT TO PRECLUDE THE LICENSEE'S FURTHER USE OF THE INFORMATION.
HOWEVER, THE FOLLOWING RULES APPLY;
(A) THE FINANCIER HAS NO RIGHT TO TAKE POSSESSION OF
COPIES, USE THE INFORMATION OR INFORMATIONAL RIGHTS, OR TRANSFER ANY
CONTRACTUAL INTEREST IN THE LICENSE.
(B) IF THE ACCOMMODATED LICENSEE AGREED TO TRANSFER
POSSESSION OF COPIES TO THE FINANCIER IN THE EVENT OF MATERIAL BREACH OF
THE FINANCIAL ACCOMMODATION CONTRACT, THE FINANCIER MAY ENFORCE THAT
CONTRACTUAL RIGHT ONLY IF PERMITTED TO DO SO UNDER SUBSECTION (B)(1) OF
THIS SECTION AND § 21-503 OF THIS SUBTITLE.
(B) . THE FOLLOWING ADDITIONAL LIMITATIONS APPLY TO A FINANCIER'S
REMEDIES UNDER SUBSECTION (A) OF THIS SECTION:
(1) A FINANCIER DESCRIBED IN SUBSECTION (A)(3) OF THIS SECTION
WHICH IS ENTITLED UNDER THE FINANCIAL ACCOMMODATION CONTRACT TO TAKE
POSSESSION OR PREVENT USE OF INFORMATION, COPIES, OR RELATED MATERIALS
MAY DO SO ONLY IF THE LICENSOR CONSENTS OR IF DOING SO WOULD NOT RESULT
IN A MATERIAL ADVERSE CHANGE OF THE DUTY OF THE LICENSOR, MATERIALLY
INCREASE THE BURDEN OR RISK IMPOSED ON THE LICENSOR, DISCLOSE OR
THREATEN TO DISCLOSE TRADE SECRETS OR CONFIDENTIAL MATERIAL OF THE
LICENSOR, OR MATERIALLY IMPAIR THE LICENSOR'S LIKELIHOOD OR EXPECTATION
OF OBTAINING RETURN PERFORMANCE.
(2) THE FINANCIER MAY NOT OTHERWISE EXERCISE CONTROL OVER,
HAVE ACCESS TO, OR SELL, TRANSFER, OR OTHERWISE USE THE INFORMATION OR
COPIES WITHOUT THE CONSENT OF THE LICENSOR UNLESS THE FINANCIER OR
TRANSFEREE IS SUBJECT TO THE TERMS OF THE LICENSE AND:
(A) THE LICENSEE OWNS THE LICENSED COPY, THE LICENSE DOES
NOT PRECLUDE TRANSFER OF THE LICENSEE'S CONTRACTUAL RIGHTS, AND THE
TRANSFER COMPLIES WITH FEDERAL COPYRIGHT LAW FOR THE OWNER OF A COPY
TO MAKE THE TRANSFER; OR
(B) THE LICENSE IS TRANSFERABLE BY ITS EXPRESS TERMS AND
THE FINANCIER FULFILLS ANY CONDITIONS TO, OR COMPLIES WITH ANY
RESTRICTIONS ON, TRANSFER
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- 3686 -
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