Legal Definitions - mesne agreement

A mesne agreement refers to a legal arrangement where intellectual property rights are transferred indirectly. Instead of moving directly from the original creator to the final owner, these rights pass through at least one intermediate party, such as an assignee or a licensee, before reaching their ultimate destination.

Here are some examples to illustrate this concept:

• Example 1: Patent Transfer in a Corporate Acquisition

  Dr. Anya invents a groundbreaking new battery technology and secures a patent for it. She then sells all the rights to this patent to ElectroCharge Innovations, a small startup company, in exchange for a significant sum and a share in future profits. A few years later, Global Energy Corp, a much larger multinational company, sees the potential in ElectroCharge Innovations' technology and acquires the entire startup, including all its intellectual property, specifically Dr. Anya's original battery patent.

  This illustrates a mesne agreement because the patent rights from Dr. Anya (the creator) did not transfer directly to Global Energy Corp (the final owner). Instead, the rights first went from Dr. Anya to ElectroCharge Innovations (the intermediary) and then from ElectroCharge Innovations to Global Energy Corp. The transfer was indirect, passing through an intermediate entity.

• Example 2: Software Copyright Acquisition Through a Licensee

  A freelance software developer, Ben, creates an innovative project management application and registers its copyright. He then licenses the exclusive rights to market and distribute this software to Productivity Solutions Inc., a medium-sized tech company. Later, MegaCorp Software, a major industry player, decides to expand its portfolio and purchases Productivity Solutions Inc. outright. As part of this acquisition, MegaCorp Software gains ownership of all intellectual property held by Productivity Solutions Inc., including the exclusive license for Ben's project management application.

  In this scenario, the copyright for Ben's software ultimately ended up with MegaCorp Software, but not directly from Ben. The rights first passed from Ben (the creator) to Productivity Solutions Inc. (the intermediary licensee/owner) and then from Productivity Solutions Inc. to MegaCorp Software. This two-step transfer, involving an intermediary, constitutes a mesne agreement.

• Example 3: Trademark Rights in a Business Sale

  Maria designs a unique logo and registers it as a trademark for her artisanal coffee shop, The Daily Grind. Her coffee shop becomes very popular, and after several successful years, a large national coffee chain, BrewMasters, offers to buy "The Daily Grind" business entirely. As part of the acquisition agreement, BrewMasters takes ownership of all assets, including "The Daily Grind" trademark.

  This is a mesne agreement because while Maria originally created and owned the trademark, BrewMasters acquired it not directly from Maria as the creator, but from The Daily Grind business itself, which was the current owner. The business acted as the intermediary through which the trademark rights were transferred to BrewMasters.