Common use of Assignment and Grant of Security Interest Clause in Contracts

Assignment and Grant of Security Interest. As security for the payment and performance of the Secured Obligations, Borrower hereby grants, assigns, transfers, and conveys to Lender a continuing security interest in all of Borrower's right, title and interest in, to and under the following property, whether now existing or hereafter acquired or arising (collectively, the "Patent Collateral"): (i) all letters patent of the U.S. or any other country, all registrations and recordings thereof, and all applications for letters patent of the U.S. or any other country, owned, held, or used by Borrower in whole or in part, including all existing U.S. patents and patent applications of Borrower which are described in SCHEDULE A hereto, as the same may be amended or supplemented pursuant hereto from time to time, and together with and including all patent licenses held by Borrower, including such patent licenses which are described in SCHEDULE A hereto, together with all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and the inventions disclosed therein, and all rights corresponding thereto throughout the world, including the right to make, use, lease, sell and otherwise transfer the inventions disclosed therein, and all proceeds thereof, including all license royalties and proceeds of infringement suits (collectively, the "Patents"); (ii) all claims, causes of action and rights to xxx for past, present and future infringement or unconsented use of any of the Patents and all rights arising therefrom and pertaining thereto; (iii) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of Borrower of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the Patents and not otherwise described above; and (iv) all products and Proceeds of any and all of the foregoing.

Assignment and Grant of Security Interest. As security for the payment and performance of the Secured Guarantied Obligations, Borrower Holdings hereby grants, assigns, transfers, and conveys to Lender a continuing security interest in all of Borrower's Holdings' right, title and interest in, to and under the following property, whether now existing or hereafter acquired or arising (collectively, the "Patent Collateral"): (i) all letters patent of the U.S. or any other country, all registrations and recordings thereof, and all applications for letters patent of the U.S. or any other country, owned, held, or used by Borrower Holdings in whole or in part, including all existing U.S. patents and patent applications of Borrower Holdings which are described in SCHEDULE A hereto, as the same may be amended or supplemented pursuant hereto from time to time, and together with and including all patent licenses held by BorrowerHoldings, including such patent licenses which are described in SCHEDULE A hereto, together with all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and the inventions disclosed therein, and all rights corresponding thereto throughout the world, including the right to make, use, lease, sell and otherwise transfer the inventions disclosed therein, and all proceeds thereof, including all license royalties and proceeds of infringement suits (collectively, the "Patents"); (ii) all claims, causes of action and rights to xxx for past, present and future infringement or unconsented use of any of the Patents and all rights arising therefrom and pertaining thereto; (iii) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of Borrower Holdings of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the Patents and not otherwise described above; and (iv) all products and Proceeds of any and all of the foregoing.

Assignment and Grant of Security Interest. As security for the payment and performance of the Secured Obligations, Borrower the Grantor hereby assigns, grants, assigns, transfers, transfers and conveys to Lender a continuing the Secured Party, for security interest in purposes, all of Borrowerthe Grantor's right, title and interest in, to and under the following property, whether now existing or hereafter acquired or arising (collectively, the "Patent Collateral"): (i) all letters patent of the U.S. or any other country, all registrations and recordings thereof, and all applications for letters patent of the U.S. or any other country, owned, held, held or used by Borrower the Grantor in whole or in part, including all existing U.S. patents and patent applications of Borrower the Grantor which are described in SCHEDULE A hereto, as the same may be amended or supplemented pursuant hereto from time to time, and together with and including all patent licenses held by Borrowerthe Grantor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach and where the licenser, including other than any affiliate of the Grantor, has elected such patent licenses which are described in SCHEDULE A heretotermination remedy), together with all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and the inventions disclosed therein, and all rights corresponding thereto throughout the world, including the right to make, use, lease, sell and otherwise transfer the inventions disclosed therein, and all proceeds thereof, including without limitation all license royalties and proceeds of infringement suits (collectively, the "Patents"); (ii) all claims, causes of action and rights to xxx sue for past, present and future infringement or unconsented unconsexxxd use of any of the Patents and all rights arising therefrom and pertaining thereto; (iii) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of Borrower the Grantor of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the Patents and not otherwise described above; and (iv) all products and Proceeds proceeds of any and all of the foregoingforegoing Patent Collateral (including, without limitation, license royalties, rights to payment, accounts receivable and proceeds of infringement suits) and, to the extent not otherwise included, all payments under insurance (whether or not the Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the foregoing Patent Collateral. For purposes of this Agreement, the term "proceeds" includes whatever is receivable or received when property or proceeds are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including returned premiums, with respect to any insurance relating thereto.

Assignment and Grant of Security Interest. As security for the payment and performance of the Secured Obligations, Borrower Debtor hereby grants, assigns, transfers, and conveys to Lender Secured Party a continuing security interest in all of BorrowerDebtor's right, title and interest in, to and under the following property, whether now existing or hereafter acquired or arising (collectively, the "Patent Collateral"): (i) all letters patent of the U.S. or any other country, all registrations and recordings thereof, and all applications for letters patent of the U.S. or any other country, owned, held, or used by Borrower Debtor in whole or in part, including all existing U.S. patents and patent applications of Borrower Debtor which are described in SCHEDULE A hereto, as the same may be amended or supplemented pursuant hereto from time to time, and together with and including all patent licenses held by BorrowerDebtor, including such patent licenses which are described in SCHEDULE A hereto, together with all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and the inventions disclosed therein, and all rights corresponding thereto throughout the world, including the right to make, use, lease, sell and otherwise transfer the inventions disclosed therein, and all proceeds thereof, including all license royalties and proceeds of infringement suits (collectively, the "Patents"); (ii) all claims, causes of action and rights to xxx for past, present and future infringement or unconsented use of any of the Patents and all rights arising therefrom and pertaining thereto; (iii) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of Borrower Debtor of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the Patents and not otherwise described above; and (iv) all products and Proceeds of any and all of the foregoing.

Assignment and Grant of Security Interest. (a) As security for the payment and performance of the Secured ObligationsObligations (as defined in the Security Agreement), Borrower Assignor hereby grants, assigns, transfers, transfers and conveys to Lender and grants a continuing security interest in and mortgage to Assignee, for security purposes, all of BorrowerAssignor's right, title and interest in, to and under the following property, whether now existing or owned or hereafter acquired acquired, developed or arising (collectively, the "Patent Intellectual Property Collateral"): (i) all letters patents and patent applications, domestic or foreign, all licenses relating to any of the U.S. or any other country, all registrations and recordings thereof, foregoing and all applications for letters patent of the U.S. or income and royalties with respect to any other countrylicenses (including, ownedwithout limitation, held, or used by Borrower in whole or in part, including all existing U.S. such patents and patent applications of Borrower which are as described in SCHEDULE A hereto), as the same may be amended all rights to xxx for past, present or supplemented pursuant hereto from time to timefuture infringement thereof, all rights arising therefrom and together with pertaining thereto and including all patent licenses held by Borrower, including such patent licenses which are described in SCHEDULE A hereto, together with all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and the inventions disclosed therein, and all rights corresponding thereto throughout the world, including the right to make, use, lease, sell and otherwise transfer the inventions disclosed therein, and all proceeds thereof, including all license royalties and proceeds of infringement suits (collectively, the "Patents");; --------------- * Confidential treatment requested. (ii) all claimsstate (including common law), causes federal and foreign trademarks, service marks and trade names, and applications for registration of action such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present and or future infringement or unconsented use of any of the Patents and thereof, all rights arising therefrom and pertaining theretothereto and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of Borrower the Assignor of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the Patents aforementioned properties and assets and not otherwise described above; and (ivv) all products and Proceeds proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."