Licensing & IP Transactions

Practice Overview

Intellectual property licensing and technology transfer in Vietnam are governed by a complex regulatory framework that includes the Law on Intellectual Property 2005 (as amended), the Law on Technology Transfer 2017, and sector-specific regulations that apply to pharmaceuticals, software, and telecommunications. The key challenge in structuring IP transactions is to create arrangements that are commercially effective while satisfying the registration, valuation, and tax requirements that Vietnamese law imposes on technology transfer agreements.

The Law on Technology Transfer 2017 introduced significant liberalisation of technology import rules, eliminating the requirement for government appraisal of most technology transfer contracts. However, contracts involving restricted technologies still require Ministry of Science and Technology approval, and all technology transfer contracts must be registered with the provincial Department of Science and Technology. Failure to register a contract does not invalidate it between the parties, but the licensee cannot rely on registered rights against third parties, and tax deductibility of royalties may be challenged.

Valuation of technology and intellectual property for regulatory and tax purposes is a specialised discipline in Vietnam. The Ministry of Finance has issued guidance on valuation methodologies, including cost-based, market-based, and income-based approaches. For royalty payments to foreign licensors, the tax authorities apply transfer pricing scrutiny to ensure that royalty rates are at arm's length. We advise on valuation methodologies that satisfy regulatory requirements and withstand tax authority challenge, drawing on comparable licence data and industry benchmarks where available.

Licensing structures must account for the restrictions that Vietnamese law places on certain types of arrangement. Exclusive licensing of patents and industrial designs is permitted, but the licensor retains the right to exploit the IP in the licensed territory unless explicitly waived. Trademark licences must be recorded with the Intellectual Property Office of Vietnam to be enforceable against third parties. Franchise arrangements are subject to the Law on Commercial Franchising 2005 and require disclosure documents, franchise registration, and ongoing reporting obligations.

IP due diligence in M&A and investment transactions requires assessment of ownership validity, chain of title, licensing encumbrances, and enforcement history. Vietnam's first-to-file system creates particular risks for unregistered marks, and priority claims must be verified against the official register. We conduct IP due diligence that identifies registrable rights, assesses the scope of protection, evaluates licensing and assignment restrictions, and recommends steps to perfect or remediate title issues before closing.

Key Capabilities

• Technology Transfer — Structuring and registration of technology transfer agreements under the Law on Technology Transfer 2017.
• Patent & Know-How Licensing — Exclusive and non-exclusive licences with appropriate territorial, field-of-use, and sublicensing provisions.
• Trademark Licensing — Recordal of trademark licences with IP Vietnam and compliance with quality control requirements.
• Franchise — Disclosure document preparation, franchise registration, and ongoing compliance with the Commercial Franchising Law.
• IP Due Diligence — Ownership verification, chain of title review, encumbrance analysis, and registrability assessment for M&A transactions.
• Valuation & Transfer Pricing — IP valuation for regulatory compliance and royalty rate structuring that withstands tax authority scrutiny.

Our Process

Important Considerations