Common use of Protection of Intellectual Property Rights Clause in Contracts

Protection of Intellectual Property Rights. (a) Protect, defend and maintain the validity and enforceability of its Intellectual Property material to its business; (b) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower (i) obtains any Patent, registered Trademark, 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, then Borrower shall provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower shall: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property material to its businessintellectual property; (b) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Propertyintellectual property; and (c) not allow any Intellectual Property intellectual property material to Borrower’s 's business to be abandoned, forfeited or dedicated to the public without Bank’s 's written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if If Borrower (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall immediately provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in such property. If Borrower decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) days prior written notice of Borrower’s 's intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents patents or for the registration of Trademarkstrademarks, Copyrights servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required necessary for Bank to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its RPI Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its RPI Intellectual Property; and (c) not allow any RPI Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwiseotherwise in connection with the Product Collateral, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark in connection with the Product Collateral, then Borrower shall or such Subsidiary shall, on a quarterly basis (and more frequently upon the occurrence of an Event of Default), provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment on and after the Marketing Approval Date to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright OfficeOffice in connection with the Product Collateral, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request on and after the Marketing Approval Date in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing on and after the Copyright or mask work application(s) Marketing Approval Date with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over property on and after the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan DocumentsMarketing Approval.”

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall substantially contemporaneously provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. The Loan Parties and each of their Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its the Loan Party’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual PropertyProperty that is material to the Loan Party’s business; and (c) not allow any Intellectual Property material to Borrowerthe Loan Party’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower If a Loan Party or any of their Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower such Loan Party or such Subsidiary shall provide written notice thereof to Bank at Collateral Agent and each Lender with the time of delivery of the next due Compliance Certificate delivered pursuant to Section 6.2 Certificate, and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower any Loan Party or any of their Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen ten (1510) days prior written notice of Borrowersuch Subsidiary’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower Upon Collateral Agent’s additional request, such Loan Party or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days For the avoidance of entering doubt, no filing or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower registration of this Agreement shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into made with Companies House in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan DocumentsUnited Kingdom.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly promptly, upon becoming aware, advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall substantially contemporaneously provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Collateral Agent (subject to except for Permitted Liens that are permitted pursuant to by the terms of this Agreement to have superior priority to Bankover Collateral Agent’s Lien under this Agreement and subject to Lien), for the BioPharma Intercreditor Agreement) in favor ratable benefit of Bank the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Collateral Agent (subject to except for Permitted Liens that are permitted pursuant to by the terms of this Agreement to have superior priority to Bankover Collateral Agent’s Lien under this Agreement and subject to Lien), for the BioPharma Intercreditor Agreement) in favor ratable benefit of Bank the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest in such property (subject to except for Permitted Liens that are permitted pursuant to by the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the publicCollateral Agent’s). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower shall own, or be licensed to use or otherwise have the right to use, all Material Intellectual Property. All Material Intellectual Property of Borrower is and shall be fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change. Borrower shall not become a party to, nor become bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or other property. Borrower shall at all times conduct its business without infringement or claim of infringement of any Intellectual Property rights of others. Borrower shall, to the extent it determines, in the exercise of its reasonable business judgment, that it is prudent to do the following: (a) Protectprotect, defend and maintain the validity and enforceability of its Material Intellectual Property material to its businessProperty; (b) promptly advise Bank Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Material Intellectual Property; and (c) not allow any Material Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankAgent’s prior written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if If Borrower (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall promptly provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Agent shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of Lenders, in such property. If Borrower decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower shall: shall (x) provide Bank Agent with at least fifteen (15) days prior prompt written notice of Borrower’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits Exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Agent may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank Agent copies of all applications that it files for Patents patents or for the registration of Trademarkstrademarks, Copyrights servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required necessary for Bank Agent, for the ratable benefit of the Lenders, to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing upon becoming aware of any material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual PropertyProperty or any material change in the composition of the Intellectual Property that is not otherwise permitted to be reported on a quarterly basis in the next Compliance Certificate required to be delivered pursuant to Section 6.2(b) hereof; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall provide written notice thereof to Bank at notify the time of delivery of Collateral Agent and the Lenders in the next Compliance Certificate required to be delivered pursuant to Section 6.2 6.2(b) hereof, and shall promptly execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property, other than with respect to Foreign Intellectual Property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank with at least fifteen (15notify Collateral Agent and each Lender in the next Compliance Certificate required to be delivered pursuant to Section 6.2(b) days prior written notice hereof of Borrower’s intent or such Subsidiary’s application to register such Copyrights copyrights or mask works together with a copy of the application it intends to file has filed with the United States Copyright Office (excluding exhibits thereto); (y) promptly execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) promptly record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. To the extent Collateral Agent required Borrower or such Subsidiary to file any intellectual property security agreement, Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available Notwithstanding anything herein to the public). contrary, Borrower or any of its Subsidiaries shall not be required to take such steps as Bank reasonably requests any action to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a perfect Collateral Agent’s security interest in it that might otherwise be restricted or prohibited by law or by Foreign Intellectual Property outside of the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan DocumentsUnited States.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, in any part of the world, then Borrower or such Subsidiary shall promptly provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, and each Lender, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, and each Lender, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent. Within forty-five (45) days after the last day of each fiscal quarter, unless in each case Borrower determines in its reasonable business judgment not shall notify Collateral Agent, to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bankapplicable for such fiscal quarter, if Borrower it (i) obtains obtained any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or filed any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies applied for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall provide and, in each case, after written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 and Collateral Agent, Borrower or such Subsidiary shall execute such any intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with Collateral Agent and each Lender evidence of the recording of the any intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business, except to the extent that such registered Patents, Trademarks or Copyrights are abandoned after prior written notice to Collateral Agent because they are not useful in Borrower’s or any of its businessSubsidiaries’ business and the cost of maintaining their registration outweighs any potential foreseeable benefits; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property registered Patents material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case Borrower determines in its reasonable business judgment not except to take such actions in order to protect its own business interests. To the extent that such Patents (whether registered or in application stage) are abandoned because they are not already disclosed useful in writing to Bank, if Borrower’s or any of its Subsidiaries’ business and the cost of maintaining their registration outweighs any potential foreseeable benefits. If Borrower or any of its Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall provide written notice thereof to Bank at the time of delivery of the Collateral Agent along with each Compliance Certificate delivered pursuant to Section 6.2 at the end of a fiscal quarter and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available This Section 6.7 shall not apply to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, extent that it would require any person whose consent or waiver is necessary for (i) any Restricted License security to be deemed “Collateral” and for Bank granted with respect to have a any assets of the Borrower or any of its Subsidiaries where the grant of such security interest in it that might otherwise be restricted or with respect to such assets is prohibited by law or by under the terms of any such Restricted License, whether now existing or entered into the Excluded Agreements (as defined in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan DocumentsEnglish Security Agreement).

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall substantially contemporaneously provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Collateral Agent, for the ratable benefit of the Lenders, in such property (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in such propertyLiens). If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright OfficeOffice (subject to Permitted Liens); and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest in such property (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the publicLiens). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall concurrently with the delivery of the Compliance Certificate subsequently delivered pursuant to Section 6.2(b), provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days Litigation Cooperation. Commencing on the Effective Date and continuing through the termination of entering or becoming bound by any Restricted License (other than over the counter software that is commercially this Agreement, make available to Collateral Agent and the public). Lenders, without expense to Collateral Agent or the Lenders, Borrower shall take such steps as Bank and each of Borrower’s officers, employees and agents and Borrower’s Books, to the extent that Collateral Agent or any Lender may reasonably requests deem them necessary to obtain the consent of, prosecute or waiver by, defend any person whose consent third‑party suit or waiver is necessary for (i) proceeding instituted by or against Collateral Agent or any Restricted License Lender with respect to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral or relating to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan DocumentsBorrower.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts consistent with past practices to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its business; (b) promptly advise Bank Collateral Agent in writing if Borrower is aware of a material infringements infringement by a third party of its or any other event that could reasonably be expected to materially and adversely affect the value of its Subsidiaries’ Intellectual Property; Property (except for any infringement described in the Perfection Certificate) and (c) not allow any Intellectual Property material to Borrower’s business, or to Borrower and its Subsidiaries’ business taken as a whole, to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Subsidiaries that is a Borrower or Guarantor hereunder (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then together with each Compliance Certificate for each quarter of Borrower, Borrower or such Subsidiary shall provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries that is a Borrower or Guarantor hereunder decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen ten (1510) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.intended

Protection of Intellectual Property Rights. Borrower shall own, or be licensed to use or otherwise have the right to use, all Material Intellectual Property. All Intellectual Property of Borrower is and shall be fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change. Borrower shall not become a party to, nor become bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or other property. Borrower shall at all times conduct its business without infringement or claim of infringement of any Material Intellectual Property rights of others. Borrower shall, to the extent it determines, in the exercise of its reasonable business judgment, that it is prudent to do the following: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property material to its businessProperty; (b) promptly advise Bank Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (c) not allow any Material Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankAgent’s prior written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if If Borrower (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall concurrently provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Agent shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of Lenders, in such property. If Borrower decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank Agent with at least fifteen (15) days prior or concurrent written notice of Borrower’s intent to register or registration of such Copyrights copyrights or mask works together with a copy of the application it intends to file or is filing with the United States Copyright Office (excluding exhibits Exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Agent may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank Agent copies of all applications that it files for Patents patents or for the registration of Trademarkstrademarks, Copyrights servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required necessary for Bank Agent, for the ratable benefit of the Lenders, to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its business; (b) promptly advise Bank Collateral Agent in writing of a challenge to the validity, or material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s its business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect be unreasonably withheld. If Borrower or any of its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall substantially contemporaneously provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen ten (1510) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. (a) (i) Protect, defend and maintain the validity and enforceability of its Borrower’s and each Subsidiary’s Intellectual Property Property, except to the extent that such failure to do so would not reasonably be expected to have a material to its businessadverse effect on Borrower’s business or operations; (bii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Borrower’s and each Subsidiary’s Intellectual Property; and (ciii) not allow any Intellectual Property material to Borrower’s or any Subsidiary’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if (b) If Borrower (i) obtains any Patent, registered Trademark, 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, then Borrower shall provide written notice thereof to Bank at on the time of delivery of the Compliance next compliance Certificate delivered pursuant by Borrower to Section 6.2 Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may request in its good faith business judgment commercially reasonable discretion to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in such propertyproperty within five (5) days of such request. If Borrower decides intends to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) 15 days prior written notice of Borrower’s intent to register registration of such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) prior to the date of registration of the Copyrights or mask works described in (x), execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment commercially reasonable discretion to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in the such Copyrights or mask works intended to be registered with the United States Copyright Officeworks; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. (c) Provide written notice to Bank within thirty twenty (3020) days of entering or becoming bound by any Restricted License (other than over the over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any such Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.. 5.12

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property that, in the reasonable business judgment of Borrower, is material to its business; (b) promptly advise Bank Collateral Agent in writing of a challenge to the validity, or material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s its business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent; provided, unless for the avoidance of doubt, Borrower or its Subsidiaries, as applicable, may abandon, forfeit or dedicate to the public any Intellectual Property of such Person in each case the ordinary course of business that is not material to the Loan Parties’ business. If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall provide written notice thereof to Bank at the time of delivery of Collateral Agent concurrently with the Compliance Certificate Certificates required to be delivered pursuant to Section 6.2 6.1(b)(i), and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen ten (1510) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall use commercially reasonable efforts to: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consentconsent except that Borrower and its Subsidiaries may abandon or forfeit registrations with respect to such Intellectual Property in jurisdictions outside the United States where, unless in each case Borrower determines in its reasonable the good faith business judgment not to take of Borrower’s board of directors, the value of the registrations of such actions Intellectual Property is outweighed by the cost of maintaining such registrations in order to protect such jurisdiction. If Borrower or any of its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any PatentUS patent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall substantially promptly provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Unless to the extent otherwise permitted under of Section 7.1 hereof, Borrower and each of its Subsidiaries shall: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its business; (b) promptly advise Bank Collateral Agent in writing of a challenge to the validity, or material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s its business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall at the end of the then current quarter provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen ten (1510) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its business; (b) promptly advise Bank Collateral Agent in writing of a written challenge to the validity, or a material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual PropertyProperty material to its business; and (c) not allow any Intellectual Property material to Borrower’s its business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall no later than the end of the fiscal quarter during which registration for such Intellectual Property is obtained or applied for, provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such propertyproperty to the extent that such property constitutes Collateral; provided, however, before filing such security interests in any jurisdiction outside the United States, the Collateral Agent shall use its reasonable discretion to determine the commercial reasonableness of making such filings. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall, to the extent constituting collateral: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior prompt written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower shall own, or be licensed to use or otherwise have the right to use, all Material Intellectual Property. All Intellectual Property of Borrower is and shall be fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change. Borrower shall not become a party to, nor become bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or other property. Borrower shall at all times conduct its business without infringement or claim of infringement of any Intellectual Property rights of others. Borrower shall, to the extent it determines, in the exercise of its reasonable business judgment, that it is prudent to do the following: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property material to its businessProperty; (b) promptly advise Bank Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (c) not allow any Material Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankAgent’s prior written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if If Borrower (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall concurrently provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Agent shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of Lenders, in such property. If Borrower decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank Agent with at least fifteen (15) days prior written notice of Borrower’s intent to register register, or registration of, such Copyrights copyrights or mask works together with a copy of the application it intends to file or has filed with the United States Copyright Office (excluding exhibits Exhibits thereto)) as soon as practicable but no later than three (3) days after such filing; (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Agent may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank Agent copies of all applications that it files for Patents patents or for the registration of Trademarkstrademarks, Copyrights servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required necessary for Bank Agent, for the ratable benefit of the Lenders, to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower shall own, or be licensed to use or otherwise have the right to use, all Material Intellectual Property. All Intellectual Property of Borrower is and shall be fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change. Borrower shall not become a party to, nor become bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or other property. Borrower shall at all times conduct its business without infringement or claim of infringement of any Intellectual Property rights of others. Borrower shall, to the extent it determines, in the exercise of its reasonable business judgment, that it is prudent to do the following: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property material to its businessProperty; (b) promptly advise Bank Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (c) not allow any Material Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankAgent’s prior written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if If Borrower (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall concurrently provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Agent shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of Lenders, in such property. If Borrower decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank Agent with at least fifteen (15) days prior written notice of Borrower’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Agent may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank Agent copies of all applications that it files for Patents patents or for the registration of Trademarkstrademarks, Copyrights servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required necessary for Bank Agent, for the ratable benefit of the Lenders, to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.