Common use of Protection of Intellectual Property Clause in Contracts

Protection of Intellectual Property. Each Loan Party shall (a) protect, defend and maintain the validity and enforceability of any Intellectual Property material to the business of the Loan Parties and (b) not allow any Intellectual Property material to the Loan Parties’ business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, and shall observe and perform, in all material respects, all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark, servicemark, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of the Loan Parties and now or heretofore conducted by it or proposed to be conducted by it, (b) promptly advise Agent in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to such Loan Party’s business, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within 3 days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall (a) protect, defend and maintain the validity and enforceability of any Intellectual Property material to the conduct of its business, (b) promptly advise Agent in writing of material infringements of any Intellectual Property material to such Loan Party’s business of the which any Responsible Officer of any Loan Parties and Party has knowledge, (bc) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consentconsent (which decision regarding consent or non-consent by Agent shall not be unreasonably delayed after such Loan Party delivers written notice to Agent of such proposed abandonment, forfeiture or dedication to the public), and (d) notify Agent promptly, but in any event within three (3) Business Days, if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business is reasonably likely to become abandoned or dedicated, or if it knows or has reason to know of any adverse determination or the occurrence of any development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property material to its business, or its right to register the same or to keep and maintain the same. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, without knowingly infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemarkservice xxxx, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark, servicemarkservice xxxx, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request in its good faith business judgment to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarksservice marks, copyrights or mask works.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business now or heretofore conducted by it or proposed to be conducted by it, (b) promptly as practicable (but in any event within three (3) Business Days) advise Agent in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to the business of the Loan Parties Parties, taken as a whole, shall promptly take all necessary actions to stop such infringement, misappropriation or dilution, including but not limited to, the initiation of a suit for injunctive relief and to recover damages (bc) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within three (3) Business Days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender Finance Party shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement or the Debt Documents, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any License, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or which it may be entitled at any time or times. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall prevent any Loan Party from disposing or, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or to be put into the public domain any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark, servicemark, copyright or mask work, in each case that its Intellectual Property is material to any such Loan Party, then such Loan Party shall concurrently with demonstrates to the delivery reasonable satisfaction of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to that such part of the Intellectual Property Security Agreement previously delivered if is not filed at such time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, necessary for the benefit conduct of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask worksits business.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of the Loan Parties and now conducted by it or proposed to be conducted by it, (b) promptly advise Agent and Lenders in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to such Loan Party’s business, take all appropriate actions to enforce its rights in its Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each , except that a Loan Party shall at all times use commercially reasonable efforts may abandon or forfeit registrations with respect to conduct such Intellectual Property in jurisdictions outside the United States where, in the good faith business judgment of Borrower’s board of directors, the value of the registrations of such Intellectual Property is outweighed by the cost of maintaining such registrations in such jurisdiction, and (d) notify Agent promptly, but in any event within 10 Business Days, if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder, to the extent that such License is material to the Loan Parties’ business. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business now or heretofore conducted by it or proposed to be conducted by it, (b) promptly advise Agent in writing of material infringements of its Intellectual Property of which the chief executive officer, chief financial officer, chief scientific officer, director of business development or vice president of research of Borrower have knowledge, and, (i) should the Intellectual Property be material to such Loan Parties Party’s business and (bii) should such Loan Party’s Board of Directors determine that it is in the best interests of such Loan Party, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within 3 Business Days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its material Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of the Loan Parties and now or heretofore conducted by it or proposed to be conducted by it, (b) promptly advise Agent in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to such Loan Party’s business, take all appropriate actions to enforce its rights in its Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within three (3) days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Except as set forth on Schedule 6.7, each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent and the Lenders in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to such Loan Party’s business, take all appropriate actions to enforce its rights in its Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within 3 days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunderthereunder to the extent that such License is material to such Loan Party’s business. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of now or heretofore conducted by it or proposed to be conducted by it, in each case as the applicable Loan Parties and Party in its reasonable discretion determines is appropriate, (b) promptly advise Agent in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to such Loan Party’s business, take all appropriate actions to enforce its rights in its Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts public, and (d) notify Agent promptly, but in any event within 3 Business Days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Except for the Intellectual Property described on Schedule B(VI) hereto, which shall be deemed to be not material to the conduct of the business of any Loan Party, each Loan Party shall take all reasonably necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of the Loan Parties and now or heretofore conducted by it or proposed to be conducted by it, (b) promptly advise Agent in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to such Loan Party’s business, take all appropriate actions to enforce its rights in its Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within 3 days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property material to its business, its right to register the same, or to keep and maintain the same. Except for the Intellectual Property of any other Person. Each described on Schedule B(VI) hereto, each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Except for the Intellectual Property described on Schedule B(VI) hereto, which shall be deemed to be not material to the conduct of the business of any Loan Party, each Loan Party shall take all reasonably necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of the Loan Parties and now or heretofore conducted by it or proposed to be conducted by it, (b) promptly advise Agent in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to such Loan Party’s business, take all appropriate actions to enforce its rights in its Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within 3 days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property material to its business, its right to register the same, or to keep and maintain the same. Except for the Intellectual Property of any other Person. Each described on Schedule B(VI) hereto, each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any all of its Intellectual Property that is material to the business of the such Loan Parties and Party’s business, (b) promptly advise Agent in writing of material infringements of any of its Intellectual Property that is material to such Loan Party’s business, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each , and (d) notify Agent immediately if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) that is material to such Loan Party shall at all times use commercially reasonable efforts to conduct its Party’s business withoutmay become abandoned or dedicated, in or if any material respect, infringing, misappropriating, diluting, violatingadverse determination or development (including the institution of, or otherwise impairing any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personthat is material to such Loan Party’s business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to such Loan Party’s business, take all appropriate actions to enforce its rights in its Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within three (3) Business Days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business now or heretofore conducted by it or proposed to be conducted by it, (b) promptly as practicable (but in any event within three (3) Business Days) advise Agent in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to the business of the Loan Parties Parties, taken as a whole, shall promptly take all necessary actions to stop such infringement, misappropriation or dilution , including but not limited to, the initiation of a suit for injunctive relief and to recover damages (bc) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within three (3) Business Days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender Finance Party shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement or the Debt Documents, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any License, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or which it may be entitled at any time or times. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall prevent any Loan Party from disposing or, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or to be put into the public domain any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark, servicemark, copyright or mask work, in each case that its Intellectual Property is material to any such Loan Party, then such Loan Party shall concurrently with demonstrates to the delivery reasonable satisfaction of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to that such part of the Intellectual Property Security Agreement previously delivered if is not filed at such time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, necessary for the benefit conduct of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask worksits business.

Protection of Intellectual Property. Each Until the Termination Date (but subject to reinstatement of this Agreement pursuant to Section 10.9), each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of the Loan Parties and now or heretofore conducted by it or proposed to be conducted by it, (b) promptly advise Agent in writing of material infringements of its Intellectual Property, (c) not allow any Intellectual Property material to the Loan Parties’ business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each , unless such Loan Party shall at all times use commercially reasonable efforts has reasonably determined that such Intellectual Property is not material to conduct its business withoutsuch Loan Party’s business, and (d) notify Agent promptly, but in any material respectevent within 3 days, infringingif it knows or has reason to know (i) that any application or registration relating to any patent, misappropriating, diluting, violatingtrademark or copyright (now or hereafter existing) may become abandoned or dedicated, or otherwise impairing (ii) of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property, its right to register the same, or to keep and maintain the same, unless in each case described in the preceding clauses (i) and (ii), such Loan Party has reasonably determined that such Intellectual Property of any other Personis not material to such Loan Party’s business. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall (a) protect, defend and maintain the validity and enforceability of any Intellectual Property material to the conduct of its business, (b) promptly advise Lender in writing of material infringements of any Intellectual Property material to such Loan Party’s business of the which any Responsible Officer of any Loan Parties and Party has knowledge, (bc) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without AgentLender’s prior written consentconsent (which decision regarding consent or non-consent by Lender shall not be unreasonably delayed after such Loan Party delivers written notice to Lender of such proposed abandonment, forfeiture or dedication to the public), and (d) notify Lender promptly, but in any event within three (3) Business Days, if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business is reasonably likely to become abandoned or dedicated, or if it knows or has reason to know of any adverse determination or the occurrence of any development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property material to its business, or its right to register the same or to keep and maintain the same. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, without knowingly infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall not have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) Lender of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemarkservice xxxx, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark, servicemarkservice xxxx, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement promptly provide written notice thereof to Agent Lender and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by AgentLender) and other documents and take such other actions as Agent Lender shall request in its good faith business judgment to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, Lender in such Property. If requested by AgentLender, each Loan Party shall promptly provide to Agent Lender copies of all applications that it files for patents or for the registration of trademarks, servicemarksservice marks, copyrights or mask works.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to such Loan Party’s business, take all appropriate actions to enforce its rights in its Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within three (3) Business Days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of now or heretofore conducted by it or proposed to be conducted by it (the Loan Parties and “Material Intellectual Property”), (b) promptly advise Agent in writing of material infringements of such Material Intellectual Property and take all appropriate actions to enforce its rights in such Material Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any such Material Intellectual Property material to the Loan Parties’ business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent, and (d) notify Agent promptly, but in any event within 5 days, if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business is reasonably likely to become abandoned or dedicated, or if any adverse determination (including the institution of, or any such determination in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property material to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable under comply with and preserve each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, (“Licenses”) and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder, except (i) solely in the case of software licenses, to the extent such non-compliance could not reasonably be expected to have a Material Adverse Effect or (ii) with respect to the preservation of any such License, where such preservation is no longer useful in the business. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall (a) protect, defend and maintain the validity and enforceability of any Intellectual Property material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent in writing of material infringements of any Intellectual Property material to such Loan Party’s business, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior the Requisite Lenders’ written consent, and (d) notify Agent promptly, but in any event within ten (10) days, if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business may become abandoned or dedicated, or if any adverse determination or development occurs (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office (“USPTO”), the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property material to its business, or its right to register the same or to keep and maintain the same. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, without knowingly infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark, servicemark, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of the Loan Parties and now or heretofore conducted by it or proposed to be conducted by it, (b) promptly advise Agent in writing of material infringements of its Intellectual Property that is material to such Loan Party’s business (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within 3 days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder, to the extent that any such Licenses are material to the conduct of its business. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall (a) protect, defend and maintain the validity and enforceability of any Intellectual Property material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent in writing of material infringements of any Intellectual Property material to such Loan Party’s business, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent, and (d) notify Agent promptly, but in any event within three (3) days, if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business may become abandoned or dedicated, or if any adverse determination or development occurs (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property material to its business, or its right to register the same or to keep and maintain the same. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, without knowingly infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other PersonPerson where such infringement impairs the ability of any Loan Party to conduct its business in the ordinary course. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark, servicemark, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works.

Protection of Intellectual Property. Each Loan Party shall (a) protect, defend and maintain the validity and enforceability of any Intellectual Property material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent in writing of material infringements of any Intellectual Property material to such Loan Party’s business, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent, and (d) notify Agent promptly, but in any event within three (3) Business Days, if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business may become abandoned or dedicated, or if any adverse determination or development occurs (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property material to its business, or its right to register the same or to keep and maintain the same. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, without knowingly infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable during the term thereof under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark, servicemark, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request in its good faith business judgment to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent in writing of material infringements of its Intellectual Property of which any Executive Officer has knowledge and, should the Intellectual Property be material to such Loan Party’s business, take all commercially reasonable actions to enforce its rights in its Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consentconsent (which decision regarding consent or non-consent by Agent shall not be unreasonably delayed after such Loan Party delivers written notice to Agent of such proposed abandonment or forfeiture), and (d) notify Agent promptly, but in any event within five (5) days, if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business is reasonably likely to become abandoned or dedicated, or if it receives written notice of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property material to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall at comply with and preserve in all times use commercially reasonable efforts to conduct its business without, in any material respect, infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable under respects each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, Licenses and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder, except (i) solely in the case of software Licenses, to the extent such non-compliance could not reasonably be expected to have a Material Adverse Effect or (ii) with respect to the preservation of any such License, where such preservation is no longer useful in the business. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademark, servicemark, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works.any

Protection of Intellectual Property. Each Loan Party shall (a) protect, defend and maintain the validity and enforceability of any Intellectual Property material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent in writing of material infringements of any Intellectual Property material to such Loan Party's business, (c) not allow any Intellectual Property material to the such Loan Parties’ Party's business to be abandoned, forfeited or dedicated to the public without Agent’s prior 's written consent, and (d) notify Agent promptly, but in any event within three (3) Business Days, if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business may become abandoned or dedicated, or if any adverse determination or development occurs (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party's ownership of any Intellectual Property material to its business, or its right to register the same or to keep and maintain the same. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, without knowingly infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable during the term thereof under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s 's business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark, servicemark, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request in its good faith business judgment to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of the Loan Parties and now or heretofore conducted by it or proposed to be conducted by it, (b) promptly, but in any event within 5 Business Days, advise the Purchasers in writing of material infringements of its Intellectual Property, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior the written consent. Each Loan Party shall at all times use commercially reasonable efforts consent of the Majority Purchasers, and (d) notify the Purchasers promptly, but in any event within 3 days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender the Purchasers shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) any Purchaser of any payment relating to any such licenseLicense. If after None of the Closing Date Purchasers shall be required or obligated in any manner to perform or fulfill any of the obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall (a) protect, defend and maintain the validity and enforceability of any Intellectual Property material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent in writing of material infringements of any Intellectual Property material to such Loan Party’s business, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consentconsent (acting at the direction of Requisite Lenders) except for abandonment of subject matter necessitated to advance patent prosecution, and (d) notify Agent promptly, but in any event within seven (7) Business Days, if it knows or has reason to know that any application or registration relating to any Intellectual Property (now or hereafter existing) used in, necessary for, or material to its business may become abandoned or dedicated, or if any adverse determination or development occurs (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court, it being acknowledged that the Agent and the Lenders have been informed of all developments as of the Effective Date related to the PharmAthene Litigation) regarding such Loan Party’s ownership or use of any such Intellectual Property material to its business, or its right to register the same or to keep and maintain the same. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, without infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, and shall observe and perform, in all material respects, all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Effective Date any Loan Party (i) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application applied for any of the foregoingIntellectual Property, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark, servicemark, copyright or mask work, in each case that is material to any such Loan Partyother registered Intellectual Property, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request in its good faith business judgment to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of LendersSecured Parties, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarksany other Intellectual Property. In the event that any Intellectual Property of any Loan Party is infringed, servicemarksmisappropriated, copyrights diluted or mask worksviolated by any Person, such Loan Party shall take commercially reasonable actions as such Loan Party shall reasonably deem appropriate under the circumstances to protect against such infringement, misappropriation, dilution or violation, including, without limitation, initiating a suit seeking injunctive relief and any and all damages for infringement, misappropriation, dilution or violation thereof.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Material Intellectual Property, (b) promptly advise Agent in writing of material infringements of its Material Intellectual Property material and take all appropriate actions to the business of the Loan Parties enforce its rights in its Material Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (bc) not allow any Material Intellectual Property material to the Loan Parties’ business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, and (d) notify Agent promptly, but in any material respectevent within ten (10) Business Days, infringing, misappropriating, diluting, violatingif it knows or has reason to know (i) that any application or registration relating to any Material Intellectual Property may become abandoned or dedicated, or otherwise impairing (ii) if any adverse determination or development (including the Intellectual Property institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) has occurred regarding such Loan Party’s ownership of any other PersonMaterial Intellectual Property, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the material conditions and material obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall (a) protect, defend and maintain the validity and enforceability of any Intellectual Property material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent in writing of material infringements of any Intellectual Property material to such Loan Party’s business, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent, and (d) notify Agent promptly, but in any event within three (3) Business Days, if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business may become abandoned or dedicated, or if any adverse determination or development occurs (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court, it being acknowledged that the Agent and the Lenders have been informed of all developments as of the Closing Date related to the PharmAthene Litigation) regarding such Loan Party’s ownership of any Intellectual Property material to its business, or its right to register the same or to keep and maintain the same. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, without knowingly infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark, servicemark, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request in its good faith business judgment to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property, provided that the foregoing shall not require any Loan Party to xxxxx x Xxxx to Agent on the Product. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business now or heretofore conducted by it or proposed to be conducted by it, (b) promptly advise Agent in writing of material infringements of its Intellectual Property of which the chief executive officer, chief financial officer, chief scientific officer, director of business development or vice president of research of Borrower have knowledge, and, (i) should the Intellectual Property be material to such Loan Parties Party’s business and (bii) should such Loan Party’s Board of Directors determine that it is in the best interests of such Loan Party, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within 3 Business Days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its material Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.