Material IP Collateral definition

Material IP Collateral means any Intellectual Property Collateral that is material to the business of any Pledgor or is otherwise of material value.

Material IP Collateral means any Intellectual Property Collateral that is material to the operation of the business of Issuer and its Subsidiaries, taken as a whole; provided that the Secured Parties and the Pledgors acknowledge that, as of the date hereof, no Intellectual Property Collateral other than the issued patents that are listed in the FDA’s Orange Book List of Approved Drug Products With Therapeutic Equivalence Evaluations for OCALIVA (NDA 207999) and the trademarks for Ocaliva® and the design mxxx associated therewith, shall be considered to be material to the business of Issuer and its Subsidiaries, taken as a whole.

Material IP Collateral means any IP Collateral that is material to the business of the Grantors taken as a whole.

Examples of Material IP Collateral in a sentence

• To the knowledge of each Pledgor, other than as publicly disclosed in materials filed or furnished to the Securities Exchange Commission, as of the date hereof, there is no violation, misappropriation, dilution or infringement by others of any right of such Pledgor with respect to any Material IP Collateral, except where such violation, misappropriation, dilution or infringement, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

• Schedule 11(d) hereto sets forth all of each Pledgor’s Domain Names, including the name of the registrant of each such Domain Name, in each case, constituting Material IP Collateral.

• Schedule 11(b) hereto sets forth all of each Pledgor’s Trademarks issued from, and trademark applications pending in, the USPTO, including the name of the owner and the number of each such Trademark, constituting Material IP Collateral.

• Schedule 11(a) hereto sets forth all of each Pledgor’s Patents issued from, and patent applications pending in, the United States Patent and Trademark Office (“USPTO”), including the name of the owner and the number of each such Patent, constituting Material IP Collateral.

• Schedule 11(c) hereto sets forth all of each Pledgor’s Copyrights registered with, and Copyright applications pending in, the United States Copyright Office (“USCO”), including the name of the owner and the number of each such registered Copyright, constituting Material IP Collateral.

• To the knowledge of each Pledgor, there is no violation, misappropriation, dilution or infringement by others of any right of such Pledgor with respect to any Material IP Collateral, except where such violation, misappropriation, dilution or infringement, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

• Each Pledgor shall, at its own expense, use commercially reasonable efforts to maintain all registrations and applications for registration of its Material IP Collateral in the ordinary course of business consistent with past practice.

• At its own cost and expense, each Pledgor shall (a) use commercially reasonable efforts to prosecute all applications for registrations of Material IP Collateral, except where failure to do so would not reasonably be expected to be material to the business of such Pledgor and (b) not abandon any such application except for abandonment of Material IP Collateral in the ordinary course of business.

• Except as otherwise permitted by the Indenture, each Pledgor hereby agrees not to divest itself of any Material IP Collateral or allow any material License to terminate or lapse prior to its scheduled expiration absent prior written approval of the Collateral Agent (other than where deemed by such Pledgor in its reasonable business judgment to be no longer used in or useful for its business).

• At its own cost and expense, each Pledgor shall diligently prosecute all applications for registrations of Material IP Collateral and shall not abandon any such application prior to exhaustion of all administrative and judicial remedies, absent prior written consent of the Collateral Agent or as otherwise permitted by the Indenture (other than with respect to registrations and applications deemed by such Pledgor in its reasonable business judgment to be no longer prudent to pursue).

More Definitions of Material IP Collateral

Material IP Collateral means, in each case to the extent constituting both Material Intellectual Property and Collateral, any (i) copyrights, copyright registrations and applications

Material IP Collateral means (a) subject to the provisions of Section 8 of the Dart Security Agreement, the Material Marks and (b) all other IP Collateral, other than any such other IP Collateral that is not material to the business, financial condition or results of operations of the Parent Borrower and its Subsidiaries, taken as a whole, as reasonably determined by the Parent Borrower and advised in writing to the Administrative Agent. “Material Marks” has the meaning set forth in the Dart Security Agreement. “Material Subsidiary” means, at any date of determination, any Subsidiary of the Parent Borrower that, together with its Subsidiaries, (a) has consolidated revenues in an amount equal to at least 5% of the consolidated revenues of the Parent Borrower and its Subsidiaries, (b) has consolidated operating profits in an amount equal to at least 5% of the consolidated operating profits of the Parent Borrower and its Subsidiaries or (c) has consolidated total assets in an amount equal to at least 5% of the consolidated total assets of the Parent Borrower and its Subsidiaries, in each case, as determined for or as of the end of the most recent Measurement Period; provided that if, at any time after the Effective Date, at the end of or for any Measurement Period the combined consolidated revenues, operating profits or total assets of all Subsidiaries that under clauses (a), (b) and (c) above would not constitute Material Subsidiaries shall have exceeded 10% of the consolidated revenues, consolidated operating profits or consolidated total assets of the Parent Borrower and its Subsidiaries, then one or more of such excluded Subsidiaries shall for all purposes of this Agreement be deemed to be Material Subsidiaries in descending order based on the amounts of their consolidated revenues, consolidated operating profits or consolidated total assets, as the case may be, until such excess shall have been eliminated. “Maximum Rate” has the meaning set forth in Section 9.13. “Measurement Period” means, at any date of determination, the most recently completed four fiscal quarters of the Parent Borrower for which financial statements have been delivered (or are required to have been delivered) pursuant to Section 5.01(a) or 5.01(b) (or, prior to the first such delivery, the period of four fiscal quarters of the Parent Borrower ended September 30, 2021).