THE OKLAHOMA BAR JOURNAL 22 | MAY 2025 Statements or opinions expressed in the Oklahoma Bar Journal are those of the authors and do not necessarily reflect those of the Oklahoma Bar Association, its officers, Board of Governors, Board of Editors or staff. ownership must then submit an application for registration with the OBN.3 Once the OBN approves the new application and issues registration to the new ownership, three things then happen in the next 15 days: the original OMMA license of the seller will terminate, the original OBN registration of the seller will terminate, and the seller’s inventory of medical marijuana materials must be transferred from the prior ownership to the new ownership within the OMMA seed-to-sale inventory tracking system (Metrc). The Transfer Agreement: A Seller’s Perspective A client walks into your office tomorrow and tells you: “I’ve had a grow since 2019, and I’ve got a guy who wants to buy it. I’ve never made any money doing this, and I’m sick of the whole business. I simply want to walk away and be done with it. He says he’ll pay me $50,000 for the whole thing, but he wants to get into the grow and take it over tomorrow. He’ll take care of the renewals and licensing and everything. Can you put together a contract that says all that?” You have just been asked to put together what OMMA calls a “transfer agreement.” While transfer agreements can say any number of things – and there are as many different possible iterations of a transfer agreement as with any kind of commercial contract – every transfer agreement must comply with the transfer statute,4 and therefore, every transfer agreement must contain certain provisions. So while you can tell your client who wants to sell his grow, “This is possible,” you will also have to tell him that certain things he wants in the transfer agreement are not. First, the seller cannot simply “walk away and be done with it.” The transfer statute says, “Nothing [in the transfer statute] shall authorize any new owner to take possession of medical marijuana, medical marijuana concentrate, or medical marijuana product or exercise control over any activities involving the medical marijuana business unless and until the application has been approved by the Authority and the new ownership is registered with [the OBN].”5 Moreover, while the transfer statute specifically authorizes the buyer to “get into the grow,” they may only do so as an employee of the current owner (and an employee credentialed by OMMA, as all agents or employees of a medical marijuana business must be, under 63 O.S. §427.14b).6 In other words, while the buyer can “get into the grow,” the buyer cannot “take it over” yet. The current owner must remain in charge until the transfer is complete. This approach aligns with the governing OBN statutes, which normally only authorize registrants themselves to possess controlled dangerous substances (CDS) of any kind (including medical marijuana) but provide that agents or employees of an OBN registrant do not, themselves, have to be registered to possess CDS.7 Along the same lines, while the buyer and seller may include a provision in the transfer agreement for the seller to “take care of the renewals and licensing,” your marijuana business seller should be very careful here. The transfer statute provides that the “existing licensee and registrant shall be required to submit timely and sufficient renewal applications for the business to continue to operate during the pendency of any business transfer.”8 This is no minor obligation. To grow, process, transport, dispense or even possess medical While transfer agreements can say any number of things – and there are as many different possible iterations of a transfer agreement as with any kind of commercial contract – every transfer agreement must comply with the transfer statute,4 and therefore, every transfer agreement must contain certain provisions.
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