---
title: "Intellectual property tokenization: patents, royalties and what the token holds"
url: "https://www.unknowngravity.com/en/articulos/intellectual-property-tokenization"
site: Unknown Gravity
published: "2026-10-15T19:56:43+00:00"
modified: "2026-10-15T19:56:43+00:00"
language: en
description: "IP tokenization explained: what the token holds (royalties, a vehicle or title), written assignments, patent registers and when the token is a security."
section: "Home > Blog > Intellectual property tokenization: patents, royalties and what the token holds"
---

# Intellectual property tokenization: patents, royalties and what the token holds

**Tokenizing intellectual property means issuing tokens that represent an economic right tied to a work or a patent, almost always a share of its royalties or license income, not title to the right itself.** Title stays where the law puts it: in the written assignment and, for patents, in the register of the relevant office. A token that distributes income among investors may also be a security. Before writing a line of code, you have to decide which right the token holder gets.

## What intellectual property tokenization is

It helps to separate three things that often get mixed up:

- **Protecting authorship.** Recording the hash of a work on a blockchain proves that it existed on a given date, but it grants no rights by itself. We explain it in [blockchain and the protection of intellectual property](/en/articulos/blockchain-proteccion-propiedad-intelectual).
- **Selling the NFT of a work.** Buying an [NFT](/en/glosario/nft-token-no-fungible) associated with a digital work does not, by itself, transfer the copyright. In their [joint report of March 2024](https://www.copyright.gov/policy/nft-study/Joint-USPTO-USCO-Report-on-NFTs-and-Intellectual-Property.pdf), the US Patent and Trademark Office (USPTO) and the US Copyright Office noted that consumer confusion about which rights are acquired was the most common concern raised, and concluded that they did not consider changes to intellectual property laws necessary or advisable at this time.
- **Tokenizing the economic right.** That is what this guide covers: splitting into tokens the right to collect royalties, an interest in a vehicle that owns the intellectual property or, with many limits, title itself.

## What can be tokenized: royalties, licenses or the right itself

| What the token represents | What the holder gets | Usual fit |
| --- | --- | --- |
| A share of royalties or license income | A payment right against the owner or against a vehicle | Revenue participation agreement; it may be a security |
| Interests in a vehicle to which the intellectual property has been assigned | Shareholder or creditor rights in the vehicle | Generally a security; the assignment to the vehicle is in writing and, for patents, recorded |
| A share of title (co-ownership of a patent or a partial copyright assignment) | Part of the right itself | Possible in theory, hard in practice: every transfer needs written form and, for patents, recordal to be enforceable against third parties and respect for the other co-owners' pre-emption and redemption rights |
| A license to use | The right to use the work or the invention, not to collect income | Its transfer is restricted: a non-exclusive copyright license cannot be transferred in Spain (Art. 50 TRLPI), and a patent licensee cannot assign it without agreement (Art. 83(3) of the Spanish Patent Law) |

That is why the practical route is to tokenize the royalties or the vehicle and leave title with a single recorded owner.

## Copyright in Spain and the EU

In the EU, [Directive 2001/29/EC](https://eur-lex.europa.eu/eli/dir/2001/29/oj/eng) harmonizes the exploitation rights (reproduction, communication to the public and distribution, Arts. 2 to 4) and leaves moral rights to each Member State's law (recital 19). In Spain, the [consolidated Intellectual Property Law](https://www.boe.es/buscar/act.php?id=BOE-A-1996-8930) (Royal Legislative Decree 1/1996, TRLPI) sets the rules that shape any token:

- Moral rights, such as recognition of authorship or the integrity of the work, cannot be waived or transferred (Art. 14): no token can carry them.
- Exploitation rights can be transferred inter vivos, but the assignment is limited to the rights and modes of exploitation expressly provided for and to the term and territory agreed. If nothing is said, it lasts five years and covers only the country where it is made (Art. 43).
- Every assignment must be made in writing (Art. 45).
- An exclusive assignee can only transfer its right with the express consent of the assignor (Art. 49), and a non-exclusive assignee's right cannot be transferred, with some exceptions (Art. 50).
- The author may terminate an exclusive assignment if the work is not being exploited, under the conditions of Art. 48 bis.
- Exploitation rights last for the life of the author plus seventy years after death (Art. 26).

The upshot: transferring a token does not transfer copyright. The right is assigned in a written agreement to the owner or the vehicle, and the token circulates over the economic right that agreement creates.

## Patents: the official register still holds the title

Spain's [Patent Law 24/2015](https://www.boe.es/buscar/act.php?id=BOE-A-2015-8328) allows a patent or an application to be transferred, licensed and pledged, always in writing (Art. 82(1) and (2)). But it adds limits that clash with a freely circulating token:

- For assignment or encumbrance, the patent is indivisible, although it can be owned in common by several persons (Art. 82(3)).
- Each co-owner may sell its share but must notify the others, who have a two-month pre-emption right from the notice and a one-month redemption right from the recordal of the assignment (Art. 80(2)(a)). A license to a third party is, in principle, granted by all co-owners jointly (Art. 80(3)).
- Transfers and licenses only take effect against third parties acting in good faith once they are recorded in the Patent Register of the Spanish Patent and Trademark Office (OEPM) (Art. 79(2)).
- A licensee cannot assign the license or grant sublicenses unless agreed (Art. 83(3)).
- A patent lasts twenty years from filing, with no extension (Art. 58), and lapses, among other causes, if an annual fee is not paid on time (Art. 108(1)(c)).

The EU also has the European patent with unitary effect. As an object of property, it is treated as a national patent of a participating Member State (Art. 7 of [Regulation (EU) No 1257/2012](https://eur-lex.europa.eu/eli/reg/2012/1257/oj/eng)), and its licenses and transfers are entered in the Register for unitary patent protection, which is part of the European Patent Register (Art. 2(e)). Spain is not among the 18 states where it currently has effect, according to the [European Patent Office](https://www.epo.org/en/applying/european/unitary/unitary-patent): in Spain, protection comes from a national patent or a European patent without unitary effect.

## Is the token a security?

It depends on what it gives. In the EU, a token that entitles the holder to a share of income and can be traded on the capital market may be a transferable security (Art. 4(1)(44) of MiFID II). If it is, the [MiCA Regulation](https://eur-lex.europa.eu/eli/reg/2023/1114/oj/eng) does not apply (Art. 2(4)(a)) and the issuance follows securities rules, including the prospectus rules and their exemptions. If the token is unique and non-fungible, such as the NFT of a specific work, it falls outside MiCA (Art. 2(3)), but fractional parts of an NFT are not considered unique (recital 11 of MiCA). You can run a first classification with our [MiCA or MiFID II classifier](/en/clasificador-mica-mifid) and see what it means in the [security token](/en/glosario/security-token) entry.

In the US, the test is the [Howey test](/en/glosario/howey-test). One example on the public record, without tokens: between 2025 and 2026, Musicow US Vol. 1 LLC offered "Royalty Shares," contractual rights to receive a portion of the royalties from specific songs, through a Regulation A (Tier 2) offering qualified by the SEC. According to its [offering circular](https://www.sec.gov/Archives/edgar/data/2048539/000164117225013183/form253g3.htm), those shares are held in book-entry form and do not give holders any copyright. Tokenizing the same right does not change its nature: it changes the ledger where it is recorded.

Transferring the right itself also has formal requirements in the US: a transfer of copyright ownership requires a written instrument signed by the owner ([17 U.S.C. 204(a)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section204&num=0&edition=prelim)), and a patent assignment is made in writing and is void against a later good-faith purchaser unless it is recorded at the USPTO within three months or before that purchase ([35 U.S.C. 261](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title35-section261&num=0&edition=prelim)).

## How it is structured in practice

- **Title due diligence.** Who appears in the register (OEPM or the European Patent Register), the chain of assignments, the licenses in force and any encumbrances.
- **Agreement or vehicle.** A written assignment to a [special purpose vehicle (SPV)](/en/glosario/spv-vehiculo-de-proposito-especial) or a royalty participation agreement, with term and territory defined.
- **Regulatory classification.** Security, MiCA crypto-asset or neither, with the issuer's legal counsel.
- **Restricted token.** If it is a security, a token standard that checks the buyer's identity on every transfer.
- **Collection and distribution.** Royalty statements from licensees or collecting societies are reconciled off-chain, and the smart contract distributes what has been collected. Income data comes in through a controlled process: the chain does not generate it.
- **Official register kept up to date.** Assignments and recordals are still made at the OEPM or the European Patent Office; the token does not replace them.

## Risks

- **Uncertain value.** A patent can lapse, for example if an annual fee is not paid (Art. 108(1)(c) of the Spanish Patent Law), and a work can stop generating income.
- **Term.** Rights expire: twenty years for patents (Art. 58 of the Spanish Patent Law) and the life of the author plus seventy years for copyright (Art. 26 TRLPI).
- **Dependence on the licensee.** Income depends on what the party exploiting the right reports: audit rights need to be agreed.
- **Territoriality.** Each right is valid in its territory, and an assignment with no agreed scope is limited to the country where it is made (Art. 43(2) TRLPI).
- **Liquidity.** A transferable token does not guarantee that someone will buy it.

## How we work

At Unknown Gravity we build the platform, the smart contracts and the integrations: the token holder register, royalty distribution and the connection to collection statements. We work with the client's intellectual property counsel and, if the token is a security, with the regulated entity involved in the issuance. We are not a law firm or a patent agency. If you are considering tokenizing royalties or a patent portfolio, start with our [asset tokenization](/en/servicios/tokenizacion-activos) service.

## Frequently asked questions

### Can a patent be tokenized in Spain?

You can tokenize the economic right over it: its royalties or the interests in a vehicle that owns it. Tokenizing title itself clashes with Law 24/2015: the patent is indivisible for assignment, a co-owner selling its share must respect the others' pre-emption and redemption rights, and the transfer only takes effect against good-faith third parties once it is recorded at the OEPM (Arts. 79, 80 and 82).

### Does buying an NFT give you the copyright in the work?

Not by itself. In Spain, an assignment of exploitation rights is made in writing and is limited to what is agreed (Arts. 43 and 45 TRLPI); in the US, a transfer of copyright ownership requires a signed writing (17 U.S.C. 204(a)). The NFT may come with a license, and you need to read it.

### Is a royalty token a security?

It can be. If it entitles the holder to a share of income and is tradable, it may be a transferable security in the EU (Art. 4(1)(44) of MiFID II) and fall outside MiCA (Art. 2(4)(a)). In the US, it is analyzed under the Howey test. Classification is done case by case with the issuer's legal counsel.

### Does the token replace the patent register?

No. The transfer of a Spanish patent only takes effect against good-faith third parties once it is recorded in the Patent Register (Art. 79(2) of Law 24/2015). The token can reflect who holds the economic right, but title stays in the official register.

## Official sources

- [Royal Legislative Decree 1/1996, consolidated Intellectual Property Law, BOE](https://www.boe.es/buscar/act.php?id=BOE-A-1996-8930)
- [Law 24/2015 of July 24, on Patents, BOE](https://www.boe.es/buscar/act.php?id=BOE-A-2015-8328)
- [Directive 2001/29/EC on copyright in the information society, EUR-Lex](https://eur-lex.europa.eu/eli/dir/2001/29/oj/eng)
- [Regulation (EU) No 1257/2012 on unitary patent protection, EUR-Lex](https://eur-lex.europa.eu/eli/reg/2012/1257/oj/eng)
- [Regulation (EU) 2023/1114 (MiCA), EUR-Lex](https://eur-lex.europa.eu/eli/reg/2023/1114/oj/eng)
- [USPTO and Copyright Office: Non-Fungible Tokens and Intellectual Property (2024)](https://www.copyright.gov/policy/nft-study/Joint-USPTO-USCO-Report-on-NFTs-and-Intellectual-Property.pdf)
- [17 U.S.C. 204, execution of transfers of copyright ownership](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section204&num=0&edition=prelim)
- [35 U.S.C. 261, ownership and assignment of patents](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title35-section261&num=0&edition=prelim)

*Framework verified as of October 15, 2026.* This is not legal advice: every structure needs its own analysis. Do you have royalties or patents you want to structure? [Talk to us](/en/meeting).