INTELLECTUAL PROPERTY LAW

#copyright
#patent
#trademark [service marks]

*PROPERTY RIGHTS – (which) are incorporeal rights (cannot be seen/ingtangible)

*Granted by the State to have this property so long as you are the OWNER of that.
- privilege to produce, sell, dispose that right
★only a privilege

- to apply, you should be the originator. And if given, such privilege is exclusive. You may produce such property right,
exploit, sell, assign even commercially.

Pertinent laws:
- Paris Conventions (1960s)
- TRIPPS
- ASEAN agreement
- General Agreement on Trade and Tariff (GATT)

Signatories = countries
Filipinos are automatically protected worldwide insofar as in the countries who are signatories thereof.

- all countries, insofar as the international convention is concerned, which are participants are protected
worldwide.
- Thus, if your country is represented in the convention, the nationals of that country are protected
worldwide/internationally. This concept is also known as Reverse Reciprocity Rule.

1. COPYRIGHT

Your Exclusive Right to print, publish, translate, make another versions etc. etc.

It includes books, poems, photographs (those who make a living out of it), paintings.

Books, for example, the book of Dean Sundiang. Nabalitaan mo na maraming kopya niyan sa may Recto, may mga re-
print. If ever you are Dean Sundiang, what will you do? With whom you have a right of action?
1. Photocopier – they will be liable if they reproduce the book with intent to gain. Commercial gain.
2. A person/individual – if such person reproduce and distribute with intent to make profit or gain, he/she may be
liable (parang yung proposed business dati ni jaise na mag co-comission ng reproduce ng mga libro tapos
ibebenta, papatungan yung value ng pag reproduce).
3. Person/individual who bought a reproduced copy of the book of Dean Sundiang – it depends. Kung personal use,
there is no infringement. Ano ba yung mga personal use? Yung for Research, Lectures, Educational. This is
also known as Fair Use Doctrine/Rule.
1. The Fair Use Doctrine is an exception because there is no gain or profit from such use.
4. Library ng Arellano or any library – there is no liability fore there is no infringement. Reproduction of the books
was without intent to gain/profit.

GR: Register with IPO.

XPN: Copyright is either before the National Library or the Supreme Court.

★FROM THE MOMENT OF CREATION = PROTECTED ALREADY. –acquired by intellectual creator from the
moment of creation

FAIR USE DOCTRINE ≠ infringement of copyright

(aminin mo na. Hahahaha. Umorder kami sa classmate namin na magpapa-book alike ng libro ni dean sundiang, liable ba
yung nagbenta?YES. kasi nag-offer e. Pero pag ready-made [finished product] na yung book-alike, hindi liable si
classmate.)  panong ready-made?

FAIR USE RULE – for educational purposes only and NOT for commercial gain.
(pero yung nagbebenta at gumagawa nun ang liable sa infringement of copyright)

“Infringement” = trespassing a private domain a.k.a. INTELLECTUAL PIRACY OR PLAGIARISM

COPYING ≠ long-term use  not liable

★What is infringed is the music/melody/tune and NOT the change of lyrics.

TEST OF INFRINGEMENT
The test of infringement is whether the act caused injury to the owner of the copyright or diminish the value of the
copyright.

Halimbawa may libro, tapos ikaw ay kinopya mo yung libro nya, not in full, pero halos pareho na then you sell it for a
relatively lower price. In that scenario, the SC said, there was infringement becuase the value of the property of the
originator has been diminished. Effort was exerted to make products look genuineto deceive the public. Nawala yung
projected or expected gain nung originator.

From the moment of creation = whether registered or not. Ownership is vested already.

*computer programs = copyrightable

GR: Intellectual rights are protected worldwide.

- Even if NOT registered in your country, still protected so long as from the moment of creation, you own the
same.
- Even if NOT registed in another country Harvard case
XPN: Country is NOT a signatory. Thus, one cannot sue in his own country.

11/20/16

Intangible asset (cannot be seen)

PROPERTY is either tangible or intangible

INTELLECTUAL PROPERTY
- Grant by statute (law) by the State
- Applicant must be the originator [inventor, author, or scientist]
- Given exclusive privilege to produce that intellectual property

What is “exploit”?
- Exploit means to produce it commercially (for gain) orsell or assign.
- Ex. Industrial design

GR: All countries insofar as international treaties and conventions are concerned must protect the citizens of the
signatories of the same (ie Paris Convention)
[all participants therein]  intellectual property rights are protected worldwide.

REVERSE RECIPROCITY RULE

- Country represented reverses back to the nationals.

Other matters regarding foreign trade laws include IP rights, though the treaty is for commercial
transactions/businesses.

COPYRIGHT

COPYRIGHT
- Exclusive right to print, publish, recopy, distribute, or to translate or make other versions of your work.
- Ex. Books, if you are the author, you have the right to translate in other languages, it likewise applies to photos,
paintings, sculptures

★ Reproductions of your work

Whom to file infringement of copyright? Against the use or producer?

- Photocopier and seller [producer]. So long as for commercial gain = liable
- Distributor of commercial gain = liable

What If you bought the same replica of the book. Are you liable?
- It depends. If for personal use = NO INFRINGEMENT
- Basta for information purposes.
- Copying is allowed as long as the purpose is NOT for profit.
- Educational purposes  Doctrine of Fair Use

FAIR USE RULE

NOT used for profit but for educational purposes only.

INFRINGEMENT – [aka intellectual piracy;plagiarism] trespass on somebody’s work/ on private domain.

TEST: DID IT PRODUCE INJURIOUS EFFECT ON YOUR WORK/ DIMINISHED THE VALUE OF YOUR WORK?

Can you file for infringement?

 - Yes if you follow the TEST.

An author copied a similar high school text book written by another. The author who copied the material sold the text book
for a cheaper price. Is he liable?
- YES. Because it diminished the value of the work of the first author [original]

★“INJURY” to the work of a certain person (Estimated profit was lost)

GR: Liable for infringement of copyright

XPN: Fair Use Rule

★NO registration of copyright with the IPO  only to the National Library or the Supreme Court.

SC: From the moment of creation [even if you do NOT deposit the required registration fees] = ownership is vested.

*There are 2 rights involved(CREATED) in infringement:

1. property [right] – something that can be seen
2. copyright – something that cannot be seen

Ownership = work can be reproduced------------ CONFLICTING

Creator = copyright owner [with exceptions]

FOR WORK = employer owns the work BUT he cannot reproduce your work. The right to reproduce such work is a right
that belongs to the creator UNLESS there is agreement on the contrary.

178.3. In the case of work created by an author during and in the course of his employment, the copyright shall belong to:
(a) The employee, if the creation of the object of copyright is not a part of his regular duties even if the
employee uses the time, facilities and materials of the employer.
(b) The employer, if the work is the result of the performance of his regularly-assigned duties, unless there is
an agreement, express or implied, to the contrary.

FOR COMMISSION = nag-commission  owner

Maker  owner of copyright UNLESS there is agreement on the contrary.

So let us say Raemond was commissioned to paint. The painting belongs to the the person who commissioned Raemond.
However, the copyright over such painting belongs to Raemond.

Remember that in trademark, what the law punishes is the act of giving one’s goods the general appearance that it
would likely mislead buyers, that such goods rightfully belong to the complainant.

TRADEMARK

“Trademark” – could be a mark, logo, or emblem

-visible sign/mark/logo/emblem, the purpose of which is to distinguish the goods or service from other
producer/provider and to determine the origin.

121.1. "Mark" means any visible sign capable of distinguishing the goods (trademark) or services (service mark) of an
enterprise and shall include a stamped or marked container of goods;

What is the purpose of the trademark?

- To distinguish the product and the service. And to determine the origin. SO DISTINGUISH and ORIGIN!

*Trade Names need NOT be registered with the IPO, however, if a trade name is used as a trademark, then it is
considered as a trademark. ★There is AURAL EFFECT to consider from the others. NANI vs NAN case [both milk
products], dito in-explain yung Aural Effect.

SC: There are aural effects on the letters [design] seen on the containers, packaging, labels, also, there was confusion
(halos magkapareho). Thus, there is an infringement of trademark.

In the case, it was explained that there was a colorable confusion which was determined by applying the:
1. Dominancy Test (The Dominancy test was applied where it focused on the similarity of dominant features of the
trademark so as to confuse the public.) and the;
2. Holistic Test (Holistic test is applied where the entirety of the mark was copied to cause confusion)

*although similar, yet there is confusion  deceives public = infringement

★There is COLORABLE IMITATION of the original.

DOMINANCY TEST – “dominant features”, aural effects are similar (though not exactly) so as to confuse, mislead the
public = original owner will be damaged because of the counterfeit.
kung exactly, then apply HOLLISTIC TEST.  entirety of work was copied!!!!!!!!!!

May manufacturer ng t-shirts tapos ginawang trademark yung Jollibee, pero instead of a bee, a cat was imprinted
[JolliCat? Haha].
Is there infringement of trademark?
- NO. First, register the trademark, and also make a list of things where your trademark will be used. [like
for wrappers, packaging, etc.]

DOCTRINE OF RELATED (OR UNRELATED) GOODS

Under this doctrine, the business of the trademark owner is NOT impaired, however, if the use was included on the list,
then there is infringement.
NOT used for the things on the products used by the registered owner of the TM – apply this doctrine although
there are dominant features.
(Ex. Nilagay mo sa sapatos yung registered TM ng mcdo)
*”…included on the list of goods submitted to the IPO.”

Dapat daw kasi pag nag pa register ka ng TM mo, kailangan mag prepare ka ng list kung saan saan mo siya gagamitin.
Halimbawa, sa tissue, sa spoon and fork, sa mga boxes. Para ma enforce mo yung exclusive use mo nung trademark and
you can effectively deny others from using the same. Sabi pa ni maam, kahit pa dominant or holistic test ang gamitin,
kung di naman included sa list pursuant to Doctrine of Related Goods.

Thus, going back to the case of Jollibee, walang infringement dun sa mga tshirt na ginawa yung logo ng jollibee. Kasi di
naman daw used sa business nung Jollibee yung mga t shirt.

------IRRELEVANT ANG HOLISTIC AT DOMINANT TEST SA DOCTRINE OF RELATED GOODS

FIRST REGISTRANT RULE

Q: Do we need to register trademarks?
GR: Trademarks must be registered with the IPO.
Before: Prior Use
Now: First-Registrant Rule  so ano talaga?!?!??!?!!?!!?!
First Registrant > Prior User

If you register the trademark of McDonald’s (registered in the U.S.) then you copied it and sold the goods here then
registered the same with the IPO in the PH. Who has a better right?
- If already registered in the country of origin, provided the same is a signatory in an international agreement
where PH is also a signatory thereof.

SC: Trademarks are protected worldwide,(((((( notwithstanding the fact that you are the Prior User.))))) This principle
was explained in the case of Shari-La.

Shangri-La case
Shangri-La restaurant in QC copied the same trademark of the Shangri-La hotel and restaurant.
SC: TM of the Shangri-La hotel and restaurant was registered prior since the 1970s even before Shangri-La QC
registered theirs, the fact that it was already registered in the country of origin = owner thereof is given the PRIOR RIGHT.

E ASAN NA ANG PROVIDED SIGNATORY????!?!!!!!

Section 3. International Conventions and Reciprocity. - Any person who is a national or who is domiciled or has a real
and effective industrial establishment in a country which is a party to any convention, treaty or agreement relating to
intellectual property rights or the repression of unfair competition, to which the Philippines is also a party, or extends
reciprocal rights to nationals of the Philippines by law, shall be entitled to benefits to the extent necessary to give effect to
any provision of such convention, treaty or reciprocal law, in addition to the rights to which any owner of an intellectual
property right is otherwise entitled by this Act. - BASTA ITO ANG GR!!!!!!!!!!!!

★If TM is famous – internationally known, that TM can file a case here.

Harvard University case

*As long as there is confusion = infringement of TM and Unfair Competition

UNFAIR COMPETITION – NO need to register the TM with the IPO. ★But if there is (alleged) infringement = registration
is required but there are exceptions [doctrine of related/unrelated goods]

Sabi kasi ni ma’am may 2 ways daw para mag enforce ka ng right mo over the intellectual property. it can be a case for
unfair competition and it can be a case for infringement. Sa ingringement, material kung registered ba yung tradename or
hindi. Sa unfair competition, registration is immaterial. So pag nag file ka daw ng kaso, in practice, i-consider mod aw
itong mga sitwasyon na ito.

Also take note of levi’s and skecher’s case

GR: Again, the general rule is that the first registrant is has a better right UNLESS the trade name is already registered in
the country of origin and PROVIDED that the country of origin is a signatory in the treaty/convention, they will be
protected.

HOLISTIC TEST – copy in its entirety.

★Registered in country of origin [signatory] = protected worldwide.

FIRST REGISTRANT RULE – provided, no registration in another country.

PRIOR USE < PRIOR REGISTRATION

Meaning, mas preferred ang Registered as against sa prior use.

★Grounds for Infringement:

- “Likelihood of Confusion” ;
- Colorable Imitation;
- Injury

(SC language, use this daw in the exam) *To protect the person for the fruits of his toil [labor].

Aural effect in the letters, etc.

ELEMENTS:
- Colorable title
- Imitation
- Deception = “likelihood of confusion”

*”Cloud” (Ex. Ginebra – TM na binili ng San Miguel, at hindi na register ng SMC yung right on Ginebra TM)

SC: there is a cloud as to exclusive right over the TM “Ginebra”. Di kasi original owner ang SMC, assignee lang siya.

★To register, you must be the OWNER.

GINEBRA, hindi daw SMC ang originator- so pano e binili na e??!!!!!!!!

Importer/Distributor ng Levi’s, can he register the TM?

- NO. The original owner must register the TM even if one is the exclusive distributor.
- No, you must be the owner in order for your to register. di porke exclusive distributor ka pwede mo nang i-
register. kailangan exclusive owner ka nung TM.

*products are separate and distinct from the TM.

Term of Trademark = renew every 5 YEARS.

If you stopped using that, you must inform the IPO and file for renewal.

PURPOSE: To allow other user to register the same.

LIFE: 10 YEARS renewable for 10 YEARS.

pareho din sa ibang bansa [same din sa copyright] because of the treaties, like TRIPPS.

*Declare muna that you are still using the trademark on the 5 th Year, otherwise the IPO will allow other entities to use the
trademark.  declaration of actual use

Raemond: to my understanding, the Term is for 10 years and renewable for another 10 years. However, you must notify
the IPO every 5 years that you are still using the TM. Furthermore, Continuous non-use of the mark for 3 years, after which,
IPO may allow registration of said trademark by another applicant.

PATENTS

Inventions  Patent [patentable inventions] “technical solution of a problem”

- we have patents because of inventions.

However, inventions must meet the following elements to qualify for the application:
Section 21. Patentable Inventions. - Any technical solution of a problem in any field of human activity which is new,
involves an inventive step and is industrially applicable shall be Patentable. It may be, or may relate to, a product, or
process, or an improvement of any of the foregoing.

ELEMENTS: (P-U-N-O)
- New/novel
- Original
- Usefulness
- Precedence

Who has a better right over an invention, the originator or the registrant?
- First Registrant (with the IPO) (sad!). There is one case, yung stove ay naimbento, DOST even gave an award
to the inventor. HOWEVER, another guy copied his invention and somehow made some modifications and
improved the same then he submitted the same to the IPO. IPO published. The guy who made the resgistration
was given preference. Lesson: you must register.
- The inventor, kahit nauna pa siya cannot sue for injunction because patent was not issued to him. He can sue for
cancellation of patent because the invention forms part of prior art.

NO proof of originality that somebody registered it with the IPO because the IPO would have to publish that on its Official
Gazette.

1st Registrant was given Certificate of Patent

*PATENT = formula only

★Remedy: File for Revocation of the (patent) invention.

LICENSING OF PATENT:
- VOLUNTARY LICENSING – you exploit your own invention [commercially viable] or sell invention or give it to
somebody – “any right or any transfer of the same”
- COMPULSORY LICENSING – right of the State to compel [or others in behalf of the state] to produce the
invention for the good of the country  upon payment of just compensation.
o The State in itself or allow somebody to manufacture invention commercially = EXPLOITATION you
have been granted such right for the good of the country/ for the benefit of the people. (agapito flores
– fluorescent lamp)

Especially if the invention is vital to economy, safety/health, or military defense.

*if public interest so requires = compulsory licensing applied so inventors can commercially produce the
invention.

*voluntary licensing (rights of an owner)

remember yung story nung hacker ng software ng Microsoft.

You are an INFRINGER if you [copy and produced formula].

Ex. Medicines with medicinal value, na wala pang confirmation from the Food and Drug Administration (at least 18
MONTHS to grant the same) for the IPO to approve the formula.

*Grant of Patent = takes effect when published on the Official Gazette.

Certificate issued by the IPO granted, only at that time when the right was granted

“PUBLICATION”
- Application with IPO
- Official Gazette

Ang licensing dawn g patent ay two step process:

1. application
2. then publication sa OG

An Invention made under a commission/employment; Rule:

A person invented a formula for water to run on motor vehicles and it was done as a commission and agreed to invent the
same. Who owns the patent?
The person who commissions the work, unless otherwise. (this is not like a copyright that produces (2) rights). This
situation differs from Copyright!!!!! RATIONALE: You are paid to invent the same, usually by a corporation.

30.1. The person who commissions the work shall own the patent, unless otherwise provided in the contract.

If an invention made under an employment; Rule:

GR: employer owns the invetion
XPN: Employee made the invetion [when NOT his duty/purpose] or not part of his work.

Madami daw nangongopya kaya we have this:

Doctrine of Equivalents and Literal Infringement

1. DOCTRINE OF EQUIVALENTS
Similar raw materials used, but with minor changes or modifications and produces the same results. There is
infringement.

Yung original formula, plant ang gamit pero instead of plants, ang ginamit mo ay flowers [roses]. Is there infringement?
- YES, because you arrived at the same result.

2. LITERAL INFRINGEMENT
*When you copied exactly the formula, then it is “LITERAL INFRINGEMENT” ≠ Equivalents

*Apply First Registrant Rule always.

- Copyright
- Trademark
- Patent

When is the expiration of patents?

- 20 YEARS only. NO renewal!!! In all countries, the expiration of the formula is 20 years as well, which means it
is applicable worldwide.
this is the reason why there are generic medicines is because the patents has already expired. Yung patent
dun sa formula ng medicine nag expire na so pwede na makopya. There is no infringement if the patent is
already expired.

★NO INFRINGEMENT WHEN PATENT EXPIRES.

State can copy your formula under the Doctrine of Compulsory Licensing.
exercised when vital to Defense, Economy, and Safety

SPECIAL COMMERCIAL LAWS

Code of Commerce
NCC repealed some CoC provisions particularly on rule on transportation, partnership, agency.

Coc: All business transaction for exchange of goods/services for purposes of commercial gain.

Ito daw yung mga actice pa sa Code of Commerce:

1. Letter of Credit
2. Bulk Sales Law
3. Trust Receipt Law

LETTER OF CREDIT

Letter of Credit (LC) - financial engagement by Bank to pay Seller under its conditions for the seller present B/L/WR to the
bank. Letter of Credit is independent from the contract of sale between buyer and seller following the independence
rule (where the contract of sale is separate and distinct from the Letter of Credit, not a negotiable instrument).

Commercial contracts – letter of credit

BANKS issues LC (to pay seller)

- To solve irreconcilable differences between the buyer and seller (what if hindi magbayad, what if hindi i-ship
yung goods)
- Protection of buyer/seller in case of nonpayment. They were able to come up with the letter of credit or payment
through letter of credit. This is done by applying to a bank (by showing, for example a Contract of Sale to
evidence the legitimacy of the transaction). Bank will then inform the correspondent bank (usually mga bangko
to sa country nung ka transaction mo). The bank will inform the corresponding bank na may application na for
letter of credit. The seller must show proof nan a ship na niya yung goods (i.e. Bill of Lading).

Requirement – show proof that product were shipped to buyer.

*Before execution of the LC, there must first be a Contract to Sale between the buyer and the seller.
★EVIDENCE: Bill of Lading of the goods subject of the LC. So the seller could o to the bank and present the LC by
showing the bill of lading.

Problem: X open letter of credit. Upon presentment ng Toyota ng bill of lading, nagbayad na ang bangko. However,
pagdating dito sa pilipinas, defective yung ibang sasakyan.

Question: can the buyer stop the payment?

Ans: NO, following the INDEPENDENCE RULE. Pursuant to this rule, the contract of the buyer and the seller is treated as
independent from that of the bank and the buyer. The Contract of Sale and the Letter of Credit are distinct from one
another. The Bank has no duty to inspect or guaranty the quality of the goods subject of the sale.

INDEPENDENCE RULE – contract between the buyer and seller is separate and distinct from the LC.

Pagdating ng goods dito, kumonti or deteriorated/defective yung goods. Can the buyer stop the bank to pay the seller via
LC?
- NO. Following the independence rule.
- (Remedy¨File action for violation of contract law.)

BANK assumes full responsibility. It has no time to verify the correctness of the bill of lading. The bank need not go to
inspect the correctness of the BOL or contract of carriage.

TRUST RECEIPT AGREEMENT

Trust Receipt Agreement (TRA) a commercial document under PD 115 is a security transaction to aid importers/buyers to
finance their business by utilizing as collateral the goods bought/imported. The financier/Bank, becomes the
entrustor/owner of goods while importer/trader/borrower, becomes entrustee. In case of failure of entrustee to turnover
sales proceeds or the goods to the entrustor, estafa is committed because of dishonesty/abuse of trust. Also, in case of
loss of goods, the entrustee bears the loss, as exception to “res permit domino”. If the goods covered by TRA were not
sole but instead, delivered/transferred to another person, the entrustee still liable (estafa). Entrustee/borrower should not
mortgage/pledge the goods because he is not the absolute owner. But anyone who anyone who acquires the goods
subject of the Trust Receipt Agreement, acquires good title, but the Entrustee is still liable for Estafa.

Raemond: PARANG FINANCER TO!

Problem: what if ikaw ay isang mahirap na businessman, wala kang pang margin fee, ang remedy mo ay TRUST
RECEIPT AGREEMENT.

Enter into TRA with the bank if LC cannot be afforded and the buyer has NO money but can assure the bank [of
payment].

Bank and the buyer enter into a TRA.

BANK: Entrustor (meaning, legal owner by legal fiction)

BUYER: Entrustee (siya pa din yung magbebenta)

Ex P100M subject ng TRA, pero yung bank gusto P200M yung total sales para tig P100M sila pag nabenta ng buyer yung
cars na binili nya sa ibang bansa. Principal contract is for P100M, hindi pwede galawin ng buyer yung P100M gain ng
bank pag nabenta yung imported vehicles.

Q: Eh what if yung 50% ng unit nasa warehouse at minortgage? Ans: The entrustee is not the absolute owner, so
BAWAL! Because to Mortgage you must be the (absolute owner). Q: eh yung mortgagor, is he liable? If he is a mortgagor
in good faith, then he is not liable. Entrustee is still liable.

EXN EXN EXN:::::::::::::::::::::::::::::::::::::::::::::::::::::

What if 30% ng goods ay hindi pa nabebenta tapos biglang nagkaroon ng sunog sa warehouse, who then bears the loss?
It is still the entrustee. This is an exception to Res Perit Domino because the entrustor (bank) is only an owner by legal
fiction.

OWNER BEARS THE LOSS (bank is only a mere owner by legal fiction, yung BUYER as entrustee ang magsusuffer)
XPN to the rule on RES PERIT DOMINO

MARINE TRANSPORTATION
REAL AND HYPOTHECARY NATURE IN MARITIME TRANSACTIONS = in case of loss, damage, because of the limited
liability of the owner, the liability is limited to the value of the vessel. So when the ship sank, no liability.

MARINE INSURANCE
- Claim to insurer if ALL-RISK
- Right of subrogation applies

BULK SALES LAW

Bulk Sales Law (BSL) covers: transaction/s on 1. sale, transfer, mortgage, assignment of all/substantially all of the
fixtures, equipment, goods/merchandise, materials used in the business of seller which renders him incapable of
continuing his business/trade. Other assets not directly used in the business/trade of seller is not covered by BSL. Failure
to comply with BSL makes the transaction Fraudulent and Void. Sanctions for violation of BSL - imprisonment, 6 months
to 5 years or fine or both. Buyer, transferee, mortgagee not criminally liable unless aware by indispensable cooperation or
bad faith.

Merger – all assets and liabilities combined and survivor assumes everything, however, there is Bulk Sales Law.

Is the buyer obliged to return goods when there is creditor?

- Publish, inform the creditor when the assets are disposed, otherwise, = liable under BSL kasi fraudulent
transaction

FRAUDULENT SALE – null and void if creditors are NOT informed of the disposition of the corporation’s assets, except
in merger.

The SC ruled that Letters of Credit and Trust Receipts are not Negotiable Instruments although Drafts Issued with the
Letters of Credit are Negotiable Instruments.