2. Are contractual provisions automatically terminating licenses (and distribution agreements) or automatically transferring licensed IPR to the licensee by virtue of an act of insolvency valid and enforceable, having regard to anti-deprivation rules?
2. Are contractual provisions automatically terminating licenses (and distribution agreements) or automatically transferring licensed IPR to the licensee by virtue of an act of insolvency valid and enforceable, having regard to anti-deprivation rules?

As mentioned in 1(a) above, the ipso facto stay regime restricts the ability of a contractual party (including an IP licensor) to terminate an agreement on the grounds of the other party's insolvency. However, it would not prohibit a party from terminating the agreement for reasons other than insolvency.

Technically, a contractual provision that requires a licensor to transfer licensed IPR to the licensee upon the insolvency of the licensor is not prohibited by the ipso facto stay regime. However, depending on the factual circumstances, such a transfer can constitute an uncommercial transaction, which can be reversed by a liquidator as a voidable transaction under the Corporations Act. Any purported "automatic" transfer following insolvency would also be void as being contrary to the general prohibitions on dealing with the insolvent licensor's property following its insolvency.