Lawyer Le Quang Vinh, co-founder of Bross & Partners law firm, has over 26 years of experience in the field of intellectual property (IP) law, dispute resolution, and IP risk management in Vietnam.
The amended law on intellectual property, effective from April 1, establishes a framework to support the creation and commercial exploitation of intellectual property rights, transforming these rights into profitable assets. Owners are allowed to use their intellectual property rights in civil, commercial, and investment transactions, as well as to contribute capital and secure loans. Mr. Le Quang Vinh shared with VnExpress about the opportunities and challenges in valuing intellectual property assets, as well as suggestions to promote this market in Vietnam.
Lawyer Le Quang Vinh. Photo: NVCC
– What are the biggest bottlenecks hindering the commercialization and exploitation of intellectual property in Vietnam?
– From my practical experience, I believe the biggest bottleneck is not the lack of intellectual property assets, but the absence of mechanisms to convert intellectual property into economic assets. Many inventions, software, data, trademarks, or research results have been created, but they have not been identified, rights have not been established, legal status has not been verified, management has not been conducted, and valuation has not been performed in a way that allows the market to trust they can generate cash flow.
For many years, Vietnam has invested significantly in scientific research, innovation, and the registration of intellectual property rights. However, the more challenging question is: who has the right to exploit, who will buy, invest, will banks dare to accept them as collateral, and if there are risks, how will those assets be handled? The biggest gap lies in the period after the rights are established.
Vietnam’s intellectual property market is still “thin” in three areas: lack of reliable transaction data; lack of capable intermediaries to connect technology with capital and markets; and lack of mechanisms for investors, banks, and insurance companies to view intellectual property through a “risk language” that can be controlled.
As artificial intelligence develops, the bottleneck becomes even clearer. AI creates many new layers of intangible assets such as training data, software, models, interfaces, automation processes, digital content, and AI-assisted creative results. If companies cannot manage their input data, cannot prove human contributions, cannot establish rights over outputs, and cannot separate assets capable of generating cash flow, those assets will be very difficult to convert into “clean” legal goods for capital contributions, transfers, licensing, or collateral.
The issue is no longer just about creating more protective titles, but about transforming intellectual property from “paper rights” into “verifiable, valuable, tradable assets that can be leveraged and risk-managed.” Without that operational chain, even a beautifully presented valuation is unlikely to be accepted by the market.
– The new intellectual property law has added Article 8a, allowing “the use of intellectual property rights to conduct transaction activities.” What significance does this have?
– Article 8a indicates that intellectual property rights are viewed as a type of asset that needs to be managed and exploited, rather than merely being a subject for registration and protection against infringement. This is a very important shift in thinking.
However, this is just one link in a broader legal chain that requires the construction of an interdisciplinary operating architecture, as this type of asset is highly dependent on multiple parties. For intellectual property rights to become assets that can be leveraged, Vietnam must design a chain consisting of at least seven steps: establishing rights; verifying legal status; valuation; recording and internal management; registering secured transactions; banks accepting risks; and handling assets in the event of bad debt.
I refer to Article 8a as a legal door. But to step through that door, there needs to be an operational pipeline behind it: clean legal documents, reference data, reliable valuations, appropriate accounting mechanisms, banks with standards for accepting secured assets, insurance or guarantees for risk sharing, and an exit strategy for handling assets when risks occur.
Without interdisciplinary guidelines on valuation, accounting, credit, secured transactions, rights registration, licensing contract handling, and enforcement, intellectual property rights may still be protected on paper but may not necessarily become real financial assets.
– Valuation is a challenging step when bringing intellectual property into investment, capital contributions, or fundraising activities. What do you see as the biggest challenge?
– We need to distinguish between two issues: “having a valuation method” and “whether the valuation results are accepted by the market.”
Regarding valuation methods, international standards and practices from WIPO, IVSC, OECD, or developed markets provide various approaches, including cost, market, and income approaches. Vietnam also has guidelines from the Ministry of Finance in 2024 regarding the valuation of identifiable intangible assets and business valuation.
The bottleneck lies in the fact that these two layers of valuation are not sufficient to automatically operate Article 8a. Intellectual property assets in reality often exist in overlapping areas: trademarks are identifiable IP rights, but the commercial value associated with a trademark, customer base, distribution system, reputation, and competitive advantages may lie within the overall value of the business.
Therefore, when valuing for capital contributions or collateral using intellectual property rights, the question is not just “how much is it worth,” but “which part of that value associated with the intellectual property can be transferred, licensed, registered as a secured transaction, and handled independently; which part is essentially the operational value of the business.” If this cannot be separated, banks and investors will view valuation reports with a very large risk discount.
Another difficulty is data. Intellectual property assets often lack comparable transactions like real estate or machinery; many transfer agreements and trade secrets are often kept confidential. Therefore, the market lacks reference data.
The biggest challenge is not “how much can be valued,” but designing a mechanism so that the valuation results can be verified, assumptions can be explained, updates can be made according to risks, and they can be used by banks, insurers, and investors in credit decisions or actual transactions.
– In your experience, what barriers do businesses face when they want to contribute capital or mortgage patents, software, or technology?
– The first barrier is the chain of ownership rights. In many cases, intellectual property is formed from multiple sources: internal personnel, contractors, scientists, universities, research institutes, programs using state budgets, or data and software from third parties. If ownership rights, registration rights, exploitation rights, and transfer rights are not clear, that asset is not clean enough to contribute capital or mortgage.
With technology involving AI, the chain of rights must be examined even more closely: is the input data legal; does the data exploitation fall under exceptions or require permission; does the human contribution significantly generate rights over outputs; who owns the models, software, input data for the AI system, interfaces, and final results; and which organization has the right to commercialize.
The second barrier is the ability to generate cash flow. Banks or investors will not only look at the patent, software copyright certificate, or trademark registration certificate. They will ask how that asset is generating or will generate revenue, tied to which products, markets, contracts, customers, and whether it can replace the current operational team.
The third barrier is legal risks throughout the asset’s lifecycle. Rights can be opposed, canceled, terminated, disputed over ownership, limited by licensing agreements, dependent on undisclosed technical know-how, or devalued due to rapidly changing technology. With trademarks, transfers must also consider the risk of causing confusion about the characteristics or origin of goods and services under IP law.
A significant barrier for banks is the exit strategy for handling assets when a loan goes bad. If the borrower cannot repay the loan, the bank must know whether the asset can be sold. This is why lending secured by intellectual property rights is much more difficult than accepting land or machinery as collateral.
Research room at the Pasteur Institute in Ho Chi Minh City, August 2025. Photo: Quynh Tran
– What can Vietnam learn from international models in turning intellectual property into assets that can be contributed, mortgaged, and traded?
– The biggest lesson is that no country succeeds solely due to a law or a valuation method. Financing based on intellectual property rights is an ecosystem problem, not just a valuation problem.
Singapore is a thought-provoking example. They have a good legal framework, strong valuation capabilities, and management of intangible assets, and have implemented programs for financing based on intellectual property rights. However, international analysis shows that this model has not developed as expected due to high valuation costs, lack of a secondary market, and difficulties in handling risks when assets need to be sold or recovered. The lesson here is that good policies are not enough without transaction exits and asset handling.
China has taken a different approach. They do not just talk about valuation but build a mechanism for financializing IP with the involvement of IP agencies, banks, local authorities, guarantors, insurers, and transaction data. WIPO has recorded a significant increase in secured lending against patents and trademarks in China over the years, and this mechanism is accompanied by tools such as IP insurance, guarantees, interest rate support, pledge registration, and connecting businesses with banks.
China’s approach is not entirely spontaneous, but it has some good points, such as banks not having to bear the entire risk of intangible assets; having data, insurance, and asset handling mechanisms to test credit products based on intellectual property.
Vietnam needs to design an appropriate operational pipeline: ready-to-trade intellectual property records at the enterprise level; multi-layered reference databases; valuation standards with explanatory assumptions and limits; secured transaction registration mechanisms; banking credit guidelines; insurance or guarantees for risk sharing; and mechanisms for selling, transferring, auctioning, and recording changes in ownership when handling debts.
– If Vietnam wants intellectual property to truly become a source of capital and a growth driver for the economy in the next five years, what is the most important thing to do?
– I believe there are five things that must be done simultaneously. First, shift thinking from “protecting rights” to “operating assets.” Protective titles are a necessary condition, not an end goal. The end goal is for intellectual property to be integrated into production, licensed, transferred, contributed as capital, mortgaged, raised as funds, and generate cash flow.
Second, standardize the records ready for trading intellectual property. Intellectual property needs to have a verifiable record with information such as: which rights, who the owners are, the scope of protection, related revenues, and whether it can be transferred or handled when used as collateral.
Third, build multi-layered reference databases. Many intellectual property assets are trade secrets that cannot be made public, but the state can create anonymized data or aggregate information by industry, type of rights, territory, duration, data from technology exchanges, investment funds, valuation organizations, etc.
Fourth, establish a credit framework and risk-sharing. Banks can issue guidelines on the conditions for accepting IP rights as collateral. Vietnam should pilot first with rights that are easier to control, such as trademarks with revenue, patents being commercialized, and technologies with orders. If all risks are placed on banks, they may refuse or heavily discount.
Fifth, create an exit strategy for handling assets. It needs to be clarified how IP rights can be sold, auctioned, or transferred; whether buyers must meet any conditions; whether trademark transfers cause confusion; whether existing licensing agreements continue to bind buyers; how IP agencies will record ownership changes; and how to handle rights in dispute or under revocation requests.
At the policy level, Article 8a needs to be linked with interdisciplinary guidelines on IP, valuation, accounting, credit, secured transactions, insurance, taxation, and rights enforcement. Without one link in the chain, IP rights may be protected, but they may not necessarily become financial assets.
Success should not be measured by the number of protective titles granted, but by the number of intellectual properties commercialized, capital raised, and real growth generated for the economy.
