Common use of IP Licenses Clause in Contracts

IP Licenses. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Section 6.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, Sell or grant options to purchase any Collateral) at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, upon the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, (i) an irrevocable, non-exclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor) to use, operate and occupy all Real Property owned, operated, leased, subleased or otherwise occupied by such Grantor.

Appears in 3 contracts

Sources: Guaranty and Security Agreement (Alere Inc.), Second Lien Guaranty and Security Agreement (Inverness Medical Innovations Inc), First Lien Guaranty and Security Agreement (Inverness Medical Innovations Inc)

IP Licenses. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Section 6.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, Sell sell, assign, convey, transfer or grant options to purchase any Collateral) at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies (but, upon in each case, subject to the occurrence terms and during conditions of the continuance of an Event of DefaultIntercreditor Agreement), each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, (i) an irrevocable, non-exclusivenonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice any Intellectual Property (with respect to Trademarks, subject to reasonable quality control in favor of such Grantor) now owned or hereafter acquired by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs Software, in each case to the extent permitted by any applicable licenses covering such Software, used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor) to use, operate and occupy all Real real Property owned, operated, leased, subleased or otherwise occupied by such Grantor.

Appears in 3 contracts

Sources: Second Lien Guaranty and Security Agreement (GSE Holding, Inc.), Second Lien Credit Agreement (GSE Holding, Inc.), Second Lien Guaranty and Security Agreement (GSE Holding, Inc.)

IP Licenses. For To the extent permitted, and only for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Section 6.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, Sell sell, assign, license out, convey, transfer or grant options to purchase any Collateral) at such time as the Administrative Collateral Agent on behalf of Lenders and the other Secured Parties shall be lawfully entitled to exercise such rights and remedies, upon the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Collateral Agent (i) an irrevocable, non-exclusivenonexclusive, assignable, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice any and all Intellectual Property now owned or held or hereafter acquired or held by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor) to use, operate and occupy all Real Property real property owned, operated, leased, subleased or otherwise occupied by such Grantor.

Appears in 2 contracts

Sources: Loan Agreement (Global Blood Therapeutics, Inc.), Loan Agreement (Global Blood Therapeutics, Inc.)