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Redline Draft for Conference Call 5-21-07 1 (May 10, 2007)

handle is hein.nccusl/nccpub00979 and id is 1 raw text is: Draft
May 4 0 2007 -
Under review and
subject to change
United Nations Convention on the Assignment
of Receivables in International Trade
Article 2. Assignment of receivables
For the purposes of this Convention:
(a) Assignment means the transfer by agreement from one person (assignor) to another
person (assignee) of all or part of or an undivided interest in the assignor's contractual right to
payment of a monetary sum (receivable) from a third person (the debtor). The creation of rights in
receivables as security for indebtedness or other obligation is deemed to be a transfer;
[The Senate Report will explain in connection with the definition of receivable : A w
receivable is a contractual right to payment
of a monetary sum. However, not all contract rights are receivables. The rights of a party to a license
or an assignment or other transfer of an interest in intellectual property that are not a contractual
rijht to vayment of a monetary sum are not a receivable as defined in the Convention,- -
+&& + y. Accordinly, the Convention does not apply to assignments of those rights. A licensor s
contractual right to payment under a license &ifor example, a royalt or license fee) and an
assignor's or transferor's contractual right to payment under an assignment or other transfer of an
interest in intellectual property-,-H' I+w 4if-f       t                            4
-1.-     +4+ .~~-  -                                                               4 are
contractual right rights to payment of a monetary sum and are receivables. Accordingl., the
Convention does apply to assignments of those rights to payment. ]
Article 4. Exclusions and other limitations
2. This Convention does not apply to assignments of receivables arising under or from:
(e) The transfer of security rights in, sale, loan or holding of or agreement to repurchase securities
or other financial assets or instruments held with an intermediary;

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