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Intangible assets

IP & Royalty Tokenization

Income streams from intellectual property, where the asset is a contractual right to be paid and the collection path is the risk.

Standards, ordered by control over a transferFour token standards as rungs, from one where anyone may hold up to one where a transfer can be refused by the contract itself.ERC-20anyone may holdERC-1155batched, still openERC-4626a vault around oneERC-3643a transfer can be refused

Definition

IP and royalty tokenization represents a share of the income produced by intellectual property — music catalogues, film libraries, patents, trademarks, book rights. The underlying is not the creative work itself but the contractual right to receive payments arising from it, usually collected by intermediaries.

What it solves

  1. Creators locked out of capitalRights holders with predictable future income often cannot borrow against it on reasonable terms.
  2. Opaque royalty accountingRoyalty statements are famously hard to audit; a transparent distribution record is a genuine improvement.
  3. Long, illiquid income tailsRights produce income for decades, and holders may want to realise value sooner.

How it works

  1. Rights are assigned to a vehicleThe income entitlement is transferred, with the assignment registered where a registry exists.
  2. Collection is routed to the vehicleCollection societies, distributors and licensees are notified to pay the vehicle.
  3. Units represent a share of receiptsInvestors hold a proportional claim on what is collected.
  4. Receipts are distributedNet of collection costs and administration, on a stated cycle.

Architecture

A rights-holding vehicle; assignment documentation and registry filings; relationships with collection societies and distributors; and a distribution engine capable of handling irregular, multi-source receipts.

How the platform is arrangedFour stages — asset, compliance, offering and register — connected left to right, all enclosed by a single transaction boundary that rests on a double-entry ledger.AssetStructured and documentedCompliancePolicy in forceOfferingA book that is derivedRegisterHolders of recordOne transaction boundaryA movement and the entries behind it commit together, or neither doesDouble-entry ledgerEvery movement, both sides, in minor unitsBalanced at COMMIT
Four stages inside one transaction boundary, on one ledger. A register that disagrees with the cash is not a state the software can reach.

Tokenization lifecycle

  1. Diligence the rightsChain of title, existing encumbrances, term remaining, historical income.
  2. Assign and notifyRights transferred; payers redirected.
  3. IssueUnits offered against the income stream.
  4. Collect and distributeReceipts pooled and paid out on cycle.
  5. Expire or sellRights lapse at end of term, or the catalogue is sold.

Supported token model

Permissioned fungible token over an income-holding vehicle. Holders own equal shares of one income stream, so units are interchangeable. Separate catalogues are separate vehicles, because their income profiles, terms and title risks are unrelated.

Asset requirements

What must be true before this can responsibly be tokenized at all.

  • Clean, documented chain of title for every work in scope.
  • A schedule of existing licences, encumbrances and advances still being recouped.
  • Historical income data over a meaningful period, with its sources.
  • Registered assignment where the jurisdiction provides a registry.
  • A named administrator responsible for collection and accounting.

Compliance considerations

  • Copyright and patent terms are finite and jurisdiction-specific; the income has an end date.
  • Moral rights may remain with the creator even where economic rights are assigned.
  • Collection society rules can restrict assignment or redirection of payments.
  • The offering remains a securities question.
A compliance policy as ordered rulesRules are evaluated in sequence and the first match decides. A subject matching no rule is denied, and a fact the platform does not know never satisfies a rule.Subjectan investor's facts#1Screening hit is openreject#2Country in the blocked listreject#3Professional or institutional, verifiedallowMatched no ruledenyFirst matchdecides. A laterallow cannot undoan earlier reject.Eligibility comesfrom a rule saying so.
Rules are data, evaluated in sequence, and the first match decides. A subject matching nothing is denied — eligibility comes from a rule saying so, never from no rule objecting.

Investor workflow

  • Verify identity and eligibility.
  • Review the title chain, the income history and the remaining term.
  • Subscribe and fund by reference.
  • Receive distributions as receipts arrive, which will be irregular.
  • Exit on sale of the catalogue, or transfer where permitted.

Issuer workflow

  • Diligence and assign the rights.
  • Notify payers and establish collection.
  • Issue units against the stream.
  • Distribute receipts net of costs on the stated cycle.
  • Report income by source honestly, including declines.

Payments

Receipts arrive from multiple payers on their own schedules, are pooled, and are distributed net of collection and administration costs. The irregularity is inherent and should be disclosed rather than smoothed into an implied yield.

The payment railMoney is matched to a subscription by its reference and no other attribute, then screened and settled. Provider adapters for card and crypto rails are not built, and are drawn as an absent component.ReferencechecksummedFunds arrivebank or custodyReconcilereference or nothingScreenAMLSettlesecond authoriserSuspense (2900)unidentified, and visibleNo reference matchProvider adaptersCard, local rail, stablecoinNot built — the registry ships empty
A reference is the only thing that matches money to a payment. Everything else is an exception for a person, and unidentified credits post to suspense where they stay visible.

Lifecycle servicing

Administration is continuous: chasing payers, auditing statements, registering new works and renewing filings. Under-administered catalogues lose income quietly.

How a distribution is splitA funded pool is divided among holders of record as at the record date using largest-remainder allocation, then withholding is deducted from each holder's gross rather than from the pool.Funded poolone exact amountRegister as atthe record dateRebuilt from confirmedmovements, not today’sbalancesNet to the holderWithheld, from that holder’s grossThe lines sum to exactly what was fundedLargest-remainder allocation, so no minor unit is created or lost. Rounding each slice independently leaves the issuer a few units out every cycle.There is no per-jurisdiction withholding matrix in this build — one rate is entered per run.
Holders of record as at the record date, split by largest remainder so the lines sum exactly, with withholding taken from each holder’s gross rather than off the top of the pool.

Secondary transfer

Transfers subject to eligibility. Valuation between sales relies on a multiple of trailing income, which is a convention rather than a market price.

The transfer gateA transfer request passes through eight compliance checks. Any single failure refuses the transfer; the same gate is evaluated off-chain and on-chain.Senderholds unitscanTransfer( )Sender holds the unitsNeither party frozenLockup expiredRecipient eligible under policyJurisdiction permittedInvestor type permittedHolding limit not breachedSanctions screening clearRecipientunits move, or none doOne implementation. The Solidity module and the register evaluate the same rules.
One implementation of the gate, not two. The function the register calls is the same one that mirrors the Solidity compliance module check for check, so an off-chain gate and an on-chain gate cannot drift.

Risks

Named plainly. An instrument whose risks are only in a footnote has been mis-sold before it has been issued.

  1. Income decayMost catalogues decline over time as attention moves. Historical income is a poor guide to future income.
  2. Collection riskThe vehicle depends on third parties paying correctly and on time, and royalty accounting is opaque by tradition.
  3. Title defectsDisputed authorship or an unrecorded prior assignment can remove the income entirely.
  4. Finite termCopyright and patents expire. The asset has a defined end.
  5. ConcentrationA catalogue whose income is dominated by one work carries that work’s risk.

How we support it

  • Asset templates for intellectual property with their own readiness requirements.
  • Distribution runs that handle irregular, multi-source receipts without the arithmetic drifting.
  • A data room holding the title chain and licence schedule with versioned, content-hashed documents.

Questions

Do investors own the copyright?

No. They own an interest in a vehicle holding an income entitlement. Creative control and moral rights are separate.

How predictable is the income?

Less than it appears. Treat trailing income as a starting point and assume decline unless there is a specific reason not to.

What happens when the term expires?

Income stops and the vehicle winds down. The remaining term is one of the most important disclosures.

Next steps

Bring an instrument you are actually considering. Structuring something real is the only way to judge whether the model fits.