Intellectual Property and Licensing. (a) Together with each Compliance Certificate required to be delivered pursuant to Section 4.1 with respect to the last month of a fiscal quarter to the extent (i) Borrower acquires and/or develops any new Registered Intellectual Property, (ii) Borrower enters into or becomes bound by any additional material in-bound license or sublicense agreement, any additional exclusive out-bound license or sublicense agreement or other material agreement with respect to rights in Intellectual Property (other than over-the-counter software, software that is commercially available to the public and open source licenses), or (iii) there occurs any other material change in Borrower’s Registered Intellectual Property, material in-bound licenses or sublicenses or exclusive out-bound licenses or sublicenses from that listed on Schedule 3.19 together with such Compliance Certificate, deliver to Agent an updated Schedule 3.19 reflecting such updated information. With respect to any updates to Schedule 3.19 involving exclusive out-bound licenses or sublicenses, such licenses shall be consistent with the definitions of and limitations herein pertaining to Permitted Licenses.
Intellectual Property and Licensing. (a) Together with each Compliance Certificate required to be delivered pursuant to Section 4.1(i) with respect to the last month of a fiscal quarter to the extent (i) any Credit Party acquires and/or develops any new Registered Intellectual Property, (ii) any Credit Party enters into or becomes bound by any additional in-bound license or sublicense agreement, any additional exclusive out-bound license or sublicense agreement or other agreement with respect to rights in Intellectual Property (other than over-the-counter software that is commercially available to the public and open source licenses entered into in the Ordinary Course of Business), or (iii) there occurs any other material change in any Credit Party’s Registered Intellectual Property, material in-bound licenses or sublicenses or exclusive out-bound licenses or sublicenses from that listed on Schedule 3.19 together with such Compliance Certificate, deliver to Agent an updated Schedule 3.19 reflecting such updated information. With respect to any updates to Schedule 3.19 involving exclusive out-bound licenses or sublicenses, such licenses shall be consistent with the definitions of and limitations herein pertaining to Permitted Licenses.
Intellectual Property and Licensing. (a) Together with each Compliance Certificate required to be delivered pursuant to Section 4.1 to the extent (i) Borrower acquires and/or develops any new Registered Intellectual Property, (ii) Borrower enters into or becomes bound by any additional material in-bound license or sublicense agreement, any additional material exclusive out-bound license or sublicense agreement or other material agreement with respect to rights in Intellectual Property (other than over-the-counter software that is commercially available to the public), or (iii) there occurs any other material change in Borrower’s Registered Intellectual Property, in-bound licenses or sublicenses or exclusive out-bound licenses or sublicenses from that listed on Schedule 3.19 together with such Compliance Certificate, deliver to Agent an updated Schedule 3.19 reflecting such updated information. With respect to any updates to Schedule 3.19 involving exclusive out-bound licenses or sublicenses, such licenses shall be consistent with the definitions of and limitations herein pertaining to Permitted Licenses.
Intellectual Property and Licensing. (a) We warrant that:
Intellectual Property and Licensing. (a) Together with each Compliance Certificate required to be delivered pursuant to Section 4.1 with respect to the last month of a fiscal quarter to the extent (A) Borrower acquires and/or files an application for the registration of any new Registered Intellectual Property, or (B) Borrower enters into or becomes bound by any License Agreement, or (C) there occurs any other material change in Borrower’s Registered Intellectual Property, License Agreements from that listed on Schedule 3.19 together with such Compliance Certificate, deliver to Agent an updated Schedule 3.19 reflecting such updated information.
Intellectual Property and Licensing. (a) Together with each Compliance Certificate required to be delivered pursuant to Section 4.1 with respect to the last month of a fiscal quarter to the extent (A) Borrower acquires and/or develops any new Registered Intellectual Property, or (B) Borrower enters into or becomes bound by any additional material in-bound license or sublicense agreement, any material additional exclusive out-bound license or sublicense agreement or other material agreement with respect to rights in Intellectual Property (other than over-the-counter software that is commercially available to the public), or (C) there occurs any other material change in Borrower’s Registered Intellectual Property, in-bound licenses or sublicenses or exclusive out-bound licenses or sublicenses from that listed on Schedule 3.19 to the Disclosure Letter or in a previous Compliance Certificate delivered by Borrower to Agent, together with such Compliance Certificate, deliver to Agent such updated information.
Intellectual Property and Licensing. (a) Together with each Compliance Certificate required to be delivered pursuant to Section 4.1(i) with respect to the last month of a fiscal quarter to the extent (A) any Credit Party acquires and/or develops any new Registered Intellectual Property, or (B) any Credit Party enters into or becomes bound by any additional material in-bound license or sublicense agreement, any additional material exclusive out-bound license or sublicense agreement or other material agreement with respect to rights in Intellectual Property (other than over-the-counter software that is commercially available to the public, non-exclusive agreements with customers and to the extent applicable, distributor agreements), or (C) any event that could reasonably be expected to materially and adversely affect the value of the Material Intangible Assets, Borrower shall together with such Compliance Certificate, deliver to Agent an updated Schedule 3.19 to the Disclosure Letter reflecting such updated information. With respect to any updates to Schedule 3.19 to the Disclosure Letter involving exclusive out-bound licenses or sublicenses, such licenses shall be consistent with the definitions of and limitations herein pertaining to Permitted Licenses.
Intellectual Property and Licensing. (a) Together with each quarterly Compliance Certificate required to be delivered pursuant to Section 4.1, to the extent (A) any Credit Party acquires and/or develops any new material Registered Intellectual Property or (B) any Credit Party enters into or becomes bound by any additional in-bound license or sublicense agreement, any additional exclusive out-bound license or sublicense agreement or other material agreement with respect to rights in Intellectual Property (other than over-the-counter software that is commercially available to the public), in each case that is a Material Contract or (C) there occurs any other material change in any Credit Party’s material Registered Intellectual Property, material in-bound licenses or sublicenses or material exclusive out-bound licenses or sublicenses from that listed on Schedule 3.19, the Credit Parties shall deliver to Agent an updated Schedule 3.19 reflecting such updated information.
Intellectual Property and Licensing. (a) Together with each quarterly Compliance Certificate required to be delivered pursuant to Section 4.1 to the extent (A) Borrower acquires and/or develops any new Registered Intellectual Property registered in the United States or any new material foreign Registered Intellectual Property, in each case, for which it is the registered owner, or (B) Borrower enters into or becomes bound by any additional in-bound license or sublicense agreement, any additional exclusive out-bound license or sublicense agreement with respect to rights in Intellectual Property (other than (i) over-the-counter software that is commercially available to the public and (ii) in-bound license or sublicense agreements that are not material to Borrower’s business), or (C) there occurs any other material change in Borrower’s Registered Intellectual Property, in-bound licenses or sublicenses or exclusive out-bound licenses or sublicenses from that listed on Schedule 3.19 together with such Compliance Certificate, deliver to Agent an updated Schedule 3.19 reflecting such updated information. With respect to any updates to Schedule 3.19 involving exclusive out-bound licenses or sublicenses, such licenses shall be consistent with the definitions of and limitations herein pertaining to Permitted Licenses.
Intellectual Property and Licensing. For purposes of this Agreement, “Inventions” means potentially patentable inventions and discoveries first conceived and actually reduced to practice solely in performance of the Project. Northwestern shall own all right, title and interest in and to any Inventions made solely by Personnel and other Northwestern employees, agents, and/or students (“Northwestern Inventions”). Sponsor shall own all right, title and interest in and to any Inventions made solely by Sponsor employees (“Sponsor Inventions”). The Parties shall jointly own all right, title and interest in and to any Inventions made by a combination of one or more employees, agents, and/or students from both Northwestern and Sponsor (“Joint Inventions”). Unless otherwise agreed by the parties in writing, this Agreement does not affect ownership of or rights to any Inventions or other intellectual property developed by Northwestern or by Sponsor prior to, or outside the scope of, the Project. Northwestern agrees to notify Sponsor of any Northwestern Invention hereunder within thirty (30) days after an invention disclosure. Sponsor shall treat all Northwestern invention disclosures as Confidential Information subject to the provisions of Section 6. Each party will promptly notify the other of any Joint Invention. Sponsor shall indicate to Northwestern in writing, within sixty (60) days of Sponsor’s receipt of a notification of invention from Northwestern, whether it wishes for Northwestern to file a patent application in the United States on the Northwestern Invention, or Joint Invention, or to register copyrightable material pertaining to such invention (excluding works authored by Northwestern employees under Section 8 herein). In addition, if Sponsor chooses to seek patent protection for a Northwestern Invention or Joint Invention in any foreign countries, Sponsor shall so notify Northwestern in writing at least sixty (60) days prior to the applicable filing deadline(s). In the absence of such notification by Sponsor, no foreign patent protection need be secured by Northwestern. If Sponsor requests that Northwestern file one or more patent applications or register copyrightable material as set forth in Section 8.3, Sponsor will reimburse Northwestern for all documented expenses incurred to secure and maintain the applications and/or registrations within thirty (30) days of receipt of an invoice. Northwestern will keep Sponsor promptly informed regarding the status of any patent application(s) or r...
