지식재산권의 라이선스 계약에서 진술보증 조항의 특성과 인지 요건(Knowledge Qualifier)의 활용 및 적용방안에 관한 연구

Representation and warranties regarding validity of intellectual properties and non-infringements against 3rd parties' rights are usually found in license agreements of intellectual properties. However, studies about the above issues have not been conducted compared to the high frequency of the usages. On the other hand the studies about the same clause have been accumulated in the area of Merger and Acquisition of companies over the years. However, there is a difference between the two areas, though they all use the title 'Representation and warranties'. At first, in Merger and Acquisition the main issues in the clause is truthfulness of seller's representation on target companies. But the validity of intellectual properties subject to license agreements and non-infringements against 3rd parties' rights are not questions of fact. Because intellectual properties may become invalid ex post facto regardless of causes attributable to licensors. Nevertheless, our courts did not distinguish those differences, This is proper for only matters of the facts but rights. Thus, the distinctiveness of intellectual properties should be contemplated. At last, this paper addresses several means to limit the scope of licensors' liability in accordance with the application of representation and warranties clause to reasonable level by referring to those used in the Merger and Acquisition area.