N.Y. Uniform Commercial Code Law Section 9-321
Licensee of General Intangible and Lessee of Goods in Ordinary Course of Business


Section 9--321. Licensee of General Intangible and Lessee of Goods in Ordinary Course of Business.

(a)

“Licensee in ordinary course of business.” In this section, “licensee in ordinary course of business” means a person that becomes a licensee of a general intangible in good faith, without knowledge that the license violates the rights of another person in the general intangible, and in the ordinary course from a person in the business of licensing general intangibles of that kind. A person becomes a licensee in the ordinary course if the license to the person comports with the usual or customary practices in the kind of business in which the licensor is engaged or with the licensor’s own usual or customary practices.

(b)

Rights of licensee in ordinary course of business. A licensee in ordinary course of business takes its rights under a nonexclusive license free of a security interest in the general intangible created by the licensor, even if the security interest is perfected and the licensee knows of its existence.

(c)

Rights of lessee in ordinary course of business. A lessee in ordinary course of business takes its leasehold interest free of a security interest in the goods created by the lessor, even if the security interest is perfected and the lessee knows of its existence.

Source: Section 9-321 — Licensee of General Intangible and Lessee of Goods in Ordinary Course of Business, https://www.­nysenate.­gov/legislation/laws/UCC/9-321 (updated Sep. 22, 2014; accessed Dec. 13, 2025).

9–317
Interests That Take Priority over or Take Free of Security Interest or Agricultural Lien
9–318
No Interest Retained in Right to Payment That Is Sold
9–319
Rights and Title of Consignee with Respect to Creditors and Purchasers
9–320
Buyer of Goods
9–321
Licensee of General Intangible and Lessee of Goods in Ordinary Course of Business
9–322
Priorities among Conflicting Security Interests in and Agricultural Liens on Same Collateral
9–323
Future Advances
9–324
Priority of Purchase-money Security Interests
9–325
Priority of Security Interests in Transferred Collateral
9–326
Priority of Security Interests Created by New Debtor
9–326A
Priority of Security Interest in Controllable Account, Controllable Electronic Record, and Controllable Payment Intangible
9–327
Priority of Security Interests in Deposit Account
9–328
Priority of Security Interests in Investment Property
9–329
Priority of Security Interests in Letter-of-credit Right
9–330
Priority of Purchaser of Chattel Paper or Instrument
9–331
Priority of Rights of Purchasers of Instruments, Documents, and Securities under Other Articles
9–332
Transfer of Money
9–333
Priority of Certain Liens Arising by Operation of Law
9–334
Priority of Security Interests in Fixtures and Crops
9–335
Accessions
9–336
Commingled Goods
9–337
Priority of Security Interests in Goods Covered by Certificate of Title
9–338
Priority of Security Interest or Agricultural Lien Perfected by Filed Financing Statement Providing Certain Incorrect Information
9–339
Priority Subject to Subordination

Verified:
Dec. 13, 2025

Last modified:
Sep. 22, 2014

§ 9-321. Licensee of Gen. Intangible & Lessee of Goods in Ordinary Course of Bus.'s source at nysenate​.gov

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