Additional Intellectual Property. Each Grantor shall execute and deliver any and all documents, each in form and substance satisfactory to Administrative Agent, as Administrative Agent may reasonably request to evidence and perfect Administrative Agent’s Lien on any Intellectual Property.
Additional Intellectual Property. (a) If any Grantor shall at any time after the date hereof (i) obtain any rights to any additional Intellectual Property Collateral or (i) become entitled to the benefit of any additional Intellectual Property Collateral or any registration, renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in Section 6.03(a)(i) or Section 6.03(a)(ii) with respect to such Grantor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party.
(b) Each Grantor shall promptly within 45 days of the end of each fiscal quarter (i) provide to the Collateral Agent written notice of any of the foregoing and (ii) upon the Collateral Agent’s request, confirm the attachment of the Lien and security interest created by this Agreement to any rights described Section 6.03(a)(i) or Section 6.03(a)(ii) by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Collateral Agent’s security interest in such Intellectual Property Collateral, including by execution and filing of a supplemental Intellectual Property Security Agreement in accordance with Section 3.06. Further, each Grantor authorizes the Collateral Agent to modify this Agreement by amending Schedule 6 hereof to include any such Intellectual Property Collateral of such Grantor.
Additional Intellectual Property. Borrower shall promptly notify Lender on or before the federal registration or filing by Borrower of any patent or patent application, or trademark or trademark application, or copyright or copyright application and shall promptly execute and deliver to Lender any grants of security interests in same, in form acceptable to Lender, to file with the United States Patent and Trademark Office or the United States Copyright Office, as applicable.
Additional Intellectual Property. If any Grantor shall at any time after the date hereof (a) obtain any rights to any additional Intellectual Property Collateral or (b) become entitled to the benefit of any additional Intellectual Property Collateral or any registration, renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (a) or (b) of this Section 6.03 with respect to such Grantor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Grantor shall promptly (i) provide to the Purchaser written notice of any of the foregoing and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (a) and (b) of the immediately preceding sentence of this Section 6.03 by execution of an instrument in form acceptable to the Purchaser and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Purchaser’s security interest in such Intellectual Property Collateral, including by execution and filing of a supplemental Intellectual Property Security Agreement in accordance with Section 3.06. Further, each Grantor authorizes the Purchaser to modify this Agreement by amending Schedule D hereof to include any such Intellectual Property Collateral of such Grantor.
Additional Intellectual Property. Administrative Borrower further certifies that since the date of the last Compliance Certificate delivered by Administrative Borrower to Lender, Borrowers have filed applications for or have registered the following additional Copyrights, Patents and/or Trademarks: ☐ None ☐ As indicated below:
Additional Intellectual Property. If at any time subsequent to the Closing Buyer determines in the exercise of its reasonable judgment that Intellectual Property (other than Intellectual Property included in the Excluded Assets) owned or used by the Seller in the conduct of the Business by the Seller was not conveyed to Buyer as part of the Acquired Intellectual Property, Seller shall (a) promptly provide the Intellectual Property to Buyer (i) by transfer, if the Intellectual Property is owned by Seller and used exclusively in the Business, or (ii) by license (on terms provided for in the License Agreement), if the Intellectual Property is owned by Seller and used by Seller in multiple lines of business including the Business, at no cost to Buyer, or (b) if the Intellectual Property is licensed to Seller by an unrelated third party, prior to expiration of Phase 1 of the Transition Services Agreement, obtain a license for Buyer to use the Intellectual Property on terms comparable to the license applicable to Seller for the Intellectual Property. The cost of the license(s) shall be borne solely by Seller except with respect to licensed Intellectual Property that typically requires a periodic license fee, in which case the Seller shall pay the license fee through December 31, 2011.
Additional Intellectual Property. Concurrently with the delivery of a Compliance Certificate in connection with the delivery of the financial statements described in Section 8.1(b) (and at such other times as Lender may reasonably request), Borrower shall (a) provide Lender with a report of all new patentable, copyrightable or trademarkable materials acquired or generated by Borrower or any Guarantor during the prior period which has been registered and the filing office in which the registration has been made, and (b) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such Intellectual Property as being subject to the security interests created thereunder, and (c) execute and deliver to Lender at Lender’s request security agreements with respect to such Intellectual Property for filing with the appropriate filing office.
Additional Intellectual Property. Section 5.3 of the Key Details of the EPLA is hereby deleted in its entirety and replaced with the following new provision:
Additional Intellectual Property. Additional Intellectual Property shall mean and automatically include all New IP, upon payment by Licensee of the applicable Fee required in accordance with the applicable research agreement under which such New IP was created, without any Additional Payments, except additional Payments resulting from Running Royalties and Sublicense Fees as set forth in Section 11.4 and 11.5 of the EPLA. For the sake of clarity, the term “Fee” shall mean the amount set forth in the research agreement under which such New IP was recreated.
Additional Intellectual Property. Each Grantor shall give Collateral Agent prompt written notice if such Grantor shall obtain rights to or become entitled to the benefit of any Intellectual Property not identified on Schedule 3.16 (other than Second Tier Collateral that is not subject to a Perfection Requirement). Each Grantor shall execute and deliver any and all documents and shall provide to Collateral Agent an officer’s certificate confirming that such execution and delivery are appropriate and complete to evidence Collateral Agent’s lien on such Intellectual Property.
