Negative Pledge Regarding Intellectual Property. Create, incur, assume or suffer to exist, or permit any Subsidiary to create, incur, assume or suffer to exist, any Lien of any kind upon any Intellectual Property or Transfer any Intellectual Property, whether now owned or hereafter acquired, other than non-exclusive licenses of Intellectual Property entered into in the ordinary course of business.
Negative Pledge Regarding Intellectual Property. Create, incur, assume or suffer to exist any Lien of any kind upon any Intellectual Property or Transfer any Intellectual Property (other [***] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. than for Transfers permitted under subclause (f) of the definition of Permitted Liens), whether now owned or hereafter acquired.
Negative Pledge Regarding Intellectual Property. Debtor shall not sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Secured Party) with any entity which directly or indirectly prohibits or has the effect of prohibiting Debtor from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of Debtor’s Intellectual Property; provided, however, that Debtor may grant non-exclusive licenses of Debtor’s Intellectual Property in the ordinary course of business and non-exclusive and exclusive licenses of Debtor’s Intellectual Property in connection with joint ventures and corporate collaborations in the ordinary course of business.
Negative Pledge Regarding Intellectual Property. Borrower shall not sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Lender) with any entity which directly or indirectly prohibits or has the effect of prohibiting Borrower from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of Borrower’s Intellectual Property; provided, however, that Borrower may grant exclusive and non-exclusive licenses with respect to components of Borrower’s Intellectual Property in connection with joint ventures and corporate collaborations in the ordinary course of Borrower’s business and Borrower acknowledges that it has granted to Lender a lien in all licensing or royalty revenue with respect thereto. If Borrower at any time violates its agreement set forth in this Section 4(e), Lender is hereby automatically granted by Borrower a concurrent security interest in Borrower’s Intellectual Property.
Negative Pledge Regarding Intellectual Property. Sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property, or enter after the date of this Agreement into any agreement, document, instrument or other arrangement (except with or in favor of Lender or in connection with Indebtedness described in clauses (d) or (f) of Permitted Indebtedness) with any entity which directly or indirectly prohibits or has the effect of prohibiting Borrower from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of Borrower’s Intellectual Property; provided, however, that Borrower may (a) grant licenses with respect to its Intellectual Property in connection with joint ventures, corporate collaborations, financing of Intellectual Property projects or in the ordinary course of business or (b) assign or otherwise transfer its Intellectual Property pursuant to agreements that the Borrower reasonably believes are in, or are not opposed to, the best interest of the Borrower; provided further, that, Borrower may request that this covenant be waived in light of compelling special circumstances which require the pledge of any Intellectual Property to another creditor and Lender shall not unreasonably withhold its consent to such request.
Negative Pledge Regarding Intellectual Property. Create, incur, assume or suffer to exist any Lien of any kind upon any Intellectual Property, Intellectual Property HIV Asset, or Transfer any Intellectual Property or Intellectual Property HIV Asset, whether now owned or hereafter acquired, other than non-exclusive licenses of Intellectual Property entered into in the ordinary course of business. Notwithstanding the foregoing, Lender agrees that it will release Borrower’s Intellectual Property HIV Asset from the limitations set forth in this Section in conjunction with any financing or strategic transaction which has been approved by Borrower’s Board of Directors, including, without limitation, any transaction where such Intellectual Property HIV Asset is transferred in whole or in part to an Affiliate of Borrower, provided, that Borrower at all times retains an exclusive right to repurchase the Intellectual Property HIV Assets and no Event of Default has occurred and is continuing at such time. ****** — Material has been omitted and filed separately with the Commission
Negative Pledge Regarding Intellectual Property. Debtor shall not convey, sell, lease, license, transfer or otherwise dispose of (collectively, “Transfer”) all or any part of its Intellectual Property, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Secured Party) with any entity which directly or indirectly prohibits or has the effect of prohibiting, the Transfer of all or any of its Intellectual Property except for Transfers (a) in connection with Permitted Liens; (b) of non-exclusive licenses for the use of Debtor’s Intellectual Property in the ordinary course of business; and (c) of any joint venture, collaboration or exclusive licensess for the use of Debtor’s Intellectual Property, so long as, with respect to each such joint venture, corporate collaboration or exclusive license (i) no default exists at the time of such Transfer, (ii) the joint venture, collaboration or license constitutes an arms-length transaction, for fair value, made in connection with a bona fide corporate transaction in the ordinary course of business and (iii) Debtor retains title to the Intellectual Property, (iv) Debtor delivers five (5) days’ prior written notice and a brief summary of the terms of any material joint venture, collaboration or license to Secured Party, and (v) Debtor delivers to Secured Party copies of the final executed joint venture, collaboration or licensing documents in connection with such material joint venture, collaboration or license promptly upon consummation thereof. Any information provided by Debtor to the Secured Party pursuant to this paragraph shall be treated by the Secured Party as confidential information, subject to disclosure by Secured Party to third parties pursuant only to a valid order, governmental inquiry or request (each, an “order”) of a court of competent jurisdiction or other regulatory body, as applicable; provided, however, that Secured Party shall first have given written notice to Debtor and given Debtor a reasonable opportunity to quash each order or to obtain a protective order requiring the confidential information and/or documents that are the subject of such order be held in confidence by such court or regulatory body or, if disclosed, be used only for the purposes for which the order was issued.
Negative Pledge Regarding Intellectual Property. In lieu of the Intellectual Property Security Agreement, Borrower covenants and agrees that, in addition to any covenants and agreements in the Loan Agreement, Borrower agrees as follows: (i) Except for non-exclusive licenses granted by Borrower in the ordinary course of business, Borrower shall not sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of Borrower’s Intellectual Property, including, without limitation, the following: (a) Any and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held (“Copyrights”); (b) Any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held; (c) Any and all design rights which may be available to Borrower now or hereafter existing, created, acquired or held; (d) All patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications now or hereafter existing, created, acquired or held (“Patents”); (e) Any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks now or hereafter existing, created, acquired or held (“Trademarks”); (f) Any mask works or similar rights available for the
Negative Pledge Regarding Intellectual Property. Except for the granting of non-exclusive licenses or sublicenses by Borrower in the ordinary course of business, Borrower has not, and shall not, sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of Borrower's Intellectual Property. Borrower has not, and shall not, enter into a negative pledge agreement, or similar agreement, affecting the rights of the Intellectual Property with any other party.
Negative Pledge Regarding Intellectual Property. Sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Lenders) with any entity which directly or indirectly prohibits or has the effect of prohibiting Borrower from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of Borrower’s Intellectual Property.
