N.Y. U.C.C. 9-321

Section 9--321. Licensee of General Intangible and Lessee of Goods in\n Ordinary Course of Business.\n (a) "Licensee in ordinary course of business." In this section,\n"licensee in ordinary course of business" means a person that becomes a\nlicensee of a general intangible in good faith, without knowledge that\nthe license violates the rights of another person in the general\nintangible, and in the ordinary course from a person in the business of\nlicensing general intangibles of that kind. A person becomes a licensee\nin the ordinary course if the license to the person comports with the\nusual or customary practices in the kind of business in which the\nlicensor is engaged or with the licensor's own usual or customary\npractices.\n (b) Rights of licensee in ordinary course of business. A licensee in\nordinary course of business takes its rights under a nonexclusive\nlicense free of a security interest in the general intangible created by\nthe licensor, even if the security interest is perfected and the\nlicensee knows of its existence.\n (c) Rights of lessee in ordinary course of business. A lessee in\nordinary course of business takes its leasehold interest free of a\nsecurity interest in the goods created by the lessor, even if the\nsecurity interest is perfected and the lessee knows of its existence.\n