1 (a). What are the general principles of the treatment of IP license agreements in insolvency proceedings? Is there a difference depending on the type of proceeding (e.g., a court-appointed receivership, a bankruptcy, a restructuring, etc.)?
Under Spanish Law, licensed IP rights fall into the insolvency estate.
The general rule under Spanish Insolvency law is to maintain any contract in force after the declaration of insolvency. For reciprocal contracts, like a patent license, the general rule is that it will be maintained. Once insolvency is declared, where there are outstanding obligations from both parties, the insolvent party's obligations will be fulfilled against the insolvency estate (super-privileged claims). If only the insolvent party's obligations are outstanding, these would be classified as a claim of the insolvency (usually, as an ordinary claim).
Regardless, the license can always be terminated after the declaration of insolvency due to a breach of contract that occurred either after or before the insolvency proceedings. In the latter case if the contract is "de tracto sucesivo". However, the judge in charge of the insolvency may order that the contract remain in force if they consider that it is necessary for the interest of the insolvency. On the other hand, the debtor or the receiver may ask to terminate any reciprocal agreement if they consider it to be in the interest of the insolvency, even if there is no cause for termination.1 (b). What are the laws governing the treatment of IP license agreements in insolvency proceedings?
There are no specific provisions regarding the treatment of IP license agreements.
The Royal Legislative Decree 1/2020 of 5 May 2020, approving the Recast Text of the Insolvency Act (the "RTIA") which entered into force on 1 September 2020, will apply.