Common use of Covenants Regarding Intellectual Property Clause in Contracts

Covenants Regarding Intellectual Property. (i) Such Grantor shall notify the Collateral Agent promptly (A) if it knows or has reason to know that any application or registration relating to any Patent or Trademark of such Grantor which is material to the conduct of such Grantor’s business may become abandoned, (B) if a terminal disclaimer is filed with respect to any Patent in the United States Patent and Trademark Office, or (C) of any other adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office, or any court) regarding such Grantor’s ownership or license of any Intellectual Property which is material to the conduct of such Grantor’s business, its right to register the same, or to keep and maintain the same. (ii) Such Grantor shall take all commercially reasonable steps necessary (if any be required) to prevent any misuse, infringement, invalidation, misappropriation, dilution, forfeiture, dedication to the public, unauthorized use or abandonment of its Copyrights, Patents, Trademarks or other Intellectual Property, whether owned or licensed. Such Grantor’s efforts pursuant to this Section 5(m)(ii) shall include, but not be limited to: (A) establishing prudent security measures and procedures governing access to, and use of, property protected by such Copyrights, Trademarks or Patents or of such Intellectual Property owned or licensed by such Grantor or developed by any Person on behalf of such Grantor; (B) establishing and maintaining in force any agreements with employees and consultants or any written terms of employment, as are customarily used in such Grantor’s industry for the protection of such Intellectual Property; and (C) vigorous enforcement of such Grantor’s rights in any such Intellectual Property. (iii) In no event shall such Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office, any Copyright with the United States Copyright Office, or in any similar office or agency of the United States of America, any State thereof or any other country or other foreign jurisdiction unless it promptly informs the Collateral Agent and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents, and papers as may be reasonably necessary to evidence the Collateral Agent’s security interest in such Copyright, Patent or Trademark, including, with respect to Trademarks, the goodwill of such Grantor, relating thereto or represented thereby. (iv) Such Grantor shall take all reasonable and necessary action to maintain and pursue each application (and to obtain the relevant registration) and to maintain the registration of each of the Copyrights, Patents and Trademarks of such Grantor which is material to the conduct of such Grantor’s business, including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (v) In the event that any Copyright, Patent or Trademark of such Grantor is infringed, violated, misappropriated or diluted by or by reason of a third party, such Grantor shall notify the Collateral Agent promptly after such Grantor learns thereof and shall, unless such Grantor shall reasonably determine that such Copyright, Patent or Trademark is not material to the conduct of such Grantor’s business, promptly xxx for infringement, misappropriation or dilution or other claims (including remedies at law and in equity) and to recover any and all damages for such infringement, misappropriation or dilution or other claims or take such other actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or Trademark. In the event that a Grantor believes that any Copyright, Patent or Trademark that is material to the conduct of such Grantor’s business will be imminently infringed, such Grantor shall promptly notify the Collateral Agent. (vi) Such Grantor covenants and agrees that in the event any Patent is or becomes subject to a terminal disclaimer, the security interest granted in this Agreement shall extend to the Patent necessitating the disclaimer and such Patent shall not be sold, transferred or otherwise alienated without the prior written consent of the Collateral Agent. (vii) For purposes of this Section 5(m), any right or interest in Material IP (as defined in the Note Agreement) held by any Grantor shall be deemed to be material to the conduct of such Grantor’s business.

Covenants Regarding Intellectual Property. (a) Such U.S. Credit Party (either itself or through licensees) will, for each Patent, not do any act, or omit to do any act, whereby any Patent may become invalidated or dedicated to the public, and shall continue to xxxx any products covered by a Patent with the relevant patent number or indication that a Patent is pending as required by the patent laws, unless such U.S. Credit Party shall reasonably and in good faith determine (and notice of such determination shall have been delivered to the U.S. Collateral Agent) that any of the Patent is of negligible economic value to such U.S. Credit Party. (b) Such U.S. Credit Party (either itself or, if permitted by Law, through its licensees or its sublicensees) will, for each Trademark that is in use, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity from non-use, material alteration, naked licensing or genericide, unless such U.S. Credit Party shall reasonably and in good faith determine (and notice of such determination shall have been delivered to the U.S. Collateral Agent) that any of the Trademarks is of negligible economic value to such U.S. Credit Party, (ii) maintain the quality of products and services offered under such Trademark in a manner substantially consistent with or better than the quality of such products and services as of the date hereof, (iii) display such Trademark with proper notice consistent with past practices, including notice of federal registration, (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights, (v) not permit any assignment in gross of such Trademark, unless such U.S. Credit Party shall reasonably and in good faith determine (and notice of such determination shall have been delivered to the U.S. Collateral Agent) that any of the Trademarks is of negligible economic value to such U.S. Credit Party and (vi) allow the U.S. Collateral Agent and its designees the right, at any time and from time to time, to inspect such U.S. Credit Party's premises and to examine and observe such U.S. Credit Party's books, records and operations, including, without limitation, its quality control processes, upon reasonable notice and at such reasonable times and as often as may be reasonably requested. (c) Such Grantor U.S. Credit Party (either itself or through licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of its business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice. (d) Such U.S. Credit Party shall promptly notify the U.S. Collateral Agent promptly if a Responsible Officer (Aor, including without limitation, general counsel or equivalent) if it knows or has reason to know that any Patent, Trademark or Copyright (or any application or registration relating to any Patent thereto) may become abandoned or Trademark of such Grantor which is material dedicated to the conduct of such Grantor’s business may become abandoned, (B) if a terminal disclaimer is filed with respect to any Patent in the United States Patent and Trademark Officepublic, or (C) of any other adverse determination or development (including including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office, Office or any court) regarding such Grantor’s U.S. Credit Party's ownership or license of any Intellectual Property which is material to the conduct of such Grantor’s businessPatent, Trademark, Copyright or Software, its right to register the same, same or to keep and keep, use or maintain the samesame unless such U.S. Credit Party shall reasonably and in good faith determine (and notice of such determination shall have been delivered to the U.S. Collateral Agent) that any of the Patents, Trademarks and Copyrights is of negligible economic value to such U.S. Credit Party. (iie) Such Grantor Unless such U.S. Credit Party shall take all commercially reasonable steps necessary reasonably and in good faith determine (if any be required) to prevent any misuse, infringement, invalidation, misappropriation, dilution, forfeiture, dedication and notice of such determination shall have been delivered to the public, unauthorized use or abandonment U.S. Collateral Agent) that any of its Copyrights, the Patents, Trademarks or other Intellectual Propertyand Copyrights is of negligible economic value to such U.S. Credit Party, whether owned or licensed. Such Grantor’s efforts pursuant to this Section 5(m)(ii) shall include, but not be limited to: (A) establishing prudent security measures and procedures governing access to, and use of, property protected by such Copyrights, Trademarks or Patents or of such Intellectual Property owned or licensed by such Grantor or developed by any Person on behalf of such Grantor; (B) establishing and maintaining in force any agreements with employees and consultants or any written terms of employment, as are customarily used in such Grantor’s industry for the protection of such Intellectual Property; and (C) vigorous enforcement of such Grantor’s rights in any such Intellectual Property. (iii) In no event shall such Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office, any Copyright with the United States Copyright Office, or in any similar office or agency of the United States of America, any State thereof or any other country or other foreign jurisdiction unless it promptly informs the Collateral Agent and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents, and papers as may be reasonably necessary to evidence the Collateral Agent’s security interest in such Copyright, Patent or Trademark, including, with respect to Trademarks, the goodwill of such Grantor, relating thereto or represented thereby. (iv) Such Grantor shall U.S. Credit Party will take all reasonable and necessary action steps to file, maintain and pursue each application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to preserve and maintain the all common law rights in any Trademarks and each registration of each of the Patents, Trademarks and Copyrights, Patents including filing and Trademarks of such Grantor which is material to the conduct of such Grantor’s business, including the filing of paying fees for applications for renewal, reissues, divisions, continuations, continuations-in-part, affidavits of use, affidavits of noncontestability incontestability and opposition and interference maintenance, and, unless such U.S. Credit Party shall reasonably determine that any such action would be of negligible economic value, to initiate opposition, interference, reexamination and cancellation proceedingsproceedings against third parties that conflict with a Patent, Trademark or Copyright. (vf) In the event that If any rights to any Patent, Trademark, Copyright, Patent Software or Trademark of such Grantor License relating thereto is believed infringed, violatedmisappropriated, misappropriated breached or diluted by or by reason of a third party, such Grantor U.S. Credit Party shall notify the U.S. Collateral Agent promptly after such Grantor learns a Responsible Officer (or, including without limitation, general counsel or equivalent) obtains knowledge thereof and shall, unless such Grantor U.S. Credit Party shall reasonably determine that any such Copyright, Patent or Trademark is not material to the conduct action would be of such Grantor’s businessnegligible economic value, promptly xxx for infringement, misappropriation misappropriation, breach or dilution or other claims (including remedies at law and in equity) and to recover any and all damages for such infringement, misappropriation or dilution or other claims or dilution, and take such other actions as such Grantor U.S. Credit Party shall reasonably deem appropriate under the circumstances to protect such Patent, Trademark, Copyright, Patent Software or Trademark. In License unless such U.S. Credit Party shall reasonably and in good faith determine (and notice of such determination shall have been delivered to the event that a Grantor believes U.S. Collateral Agent) that any Copyrightof the Patents, Patent or Trademark that Trademarks and Copyrights is material of negligible economic value to the conduct of such Grantor’s business will be imminently infringed, such Grantor shall promptly notify the Collateral AgentU.S. Credit Party. (vig) Within 45 days after the end of each fiscal quarter of the Parent Borrower, each U.S. Credit Party will (i) inform the U.S. Collateral Agent of all applications for Patents, Trademarks or Copyrights filed during such fiscal quarter by such U.S. Credit Party or by any agent, employee, licensee or delegate on its behalf with the United States Patent and Trademark Office or the United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof and (ii) upon request of the U.S. Collateral Agent, execute any and all agreements, instruments, documents and papers as the U.S. Collateral Agent may reasonably request to evidence the Security Interests in such application, any resulting Patent, Trademark or Copyright and the goodwill or accounts and general intangibles of such U.S. Credit Party relating thereto or represented thereby, and such U.S. Credit Party hereby appoints the U.S. Collateral Agent its attorney-in-fact to execute and file such writings for the foregoing purposes. (h) As to all material Licenses (excluding non-exclusive Licenses of Software) entered into after the date hereof with any third party licensor, such U.S. Credit Party will use commercially reasonable and good faith efforts to obtain all requisite consents or approvals by the licensor to effect the assignment of all of such U.S. Credit Party's right, title and interest thereunder to the U.S. Collateral Agent or its designee and to effect the sub-license contemplated under SECTION 5.02(c) upon and during the continuance of an Event of Default, and such U.S. Credit Party shall provide immediate written notice to the U.S. Collateral Agent upon failure to obtain any such consent or approval. (i) Such Grantor covenants U.S. Credit Party has taken, and shall take all actions (and cause all other Persons, including licensees, to the extent such other Persons are subject to its control) which are necessary or advisable to protect, preserve and confirm the validity, priority, perfection or enforcement of the rights granted to the U.S. Collateral Agent under this Agreement and (iii) give the U.S. Collateral Agent prompt written notice in accordance with 4.13(g) above, if, after the date hereof, such U.S. Credit Party shall obtain rights to any Trademarks, Patents or Copyrights, or enter into any new license agreements regarding any of the foregoing, and such U.S. Credit Party hereby agrees that in the event any Patent is or becomes subject to a terminal disclaimer, the security interest granted in provisions of this Agreement shall extend automatically apply thereto. Such U.S. Credit Party will use commercially reasonable efforts so as not to permit the Patent necessitating inclusion in any material contract or agreement governing or relating to any Trademarks, Patents or Copyrights obtained after the disclaimer date hereof or any license agreements entered into after the date hereof relating to any of the foregoing of any provisions that could or might in any way prevent or materially impair the creation of a security interest in, or the assignment of, such U.S. Credit Party's rights and interests therein. Such U.S. Credit Party will execute any and all agreements, instruments, documents and papers as the U.S. Collateral Agent may request to evidence the Security Interests in any Patent, Trademark or Copyright (or application therefor) and the goodwill or accounts and general intangibles of such U.S. Credit Party relating thereto or represented thereby, and such Patent shall not be sold, transferred or otherwise alienated without U.S. Credit Party hereby appoints the prior written consent of U.S. Collateral Agent its attorney-in-fact to execute and file such writings for the Collateral Agentforegoing purposes. (vii) For purposes of this Section 5(m), any right or interest in Material IP (as defined in the Note Agreement) held by any Grantor shall be deemed to be material to the conduct of such Grantor’s business.

Covenants Regarding Intellectual Property. Except in the case of subparagraphs (a), (b), (c), (e) and (f) below where the failure to do so could not reasonably be expected to have a Material Adverse Effect and subject to the rights of Loan Parties to dispose of assets and property in accordance with the Indenture: (a) Such Loan Party (either itself or through licensees) will, for each Patent, not do any act, or omit to do any act, whereby any Patent may become invalidated or dedicated to the public, and shall continue to mark any products covered by a Patent as required by the patent lxxx of all applicable jurisdictions. (b) Such Loan Party (either itself or, if permitted by Law, through its licensees or its sublicensees) will, for each Trademark, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity from non-use, material alteration, naked licensing or genericide, (ii) display such Trademark with proper notice, including notice of federal registration to the extent permitted by applicable Law and consistent with past practice, (iii) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights and (iv) not permit any assignment in gross of such Trademark. (c) Such Grantor Loan Party (either itself or through licensees) will, for each work covered by a Copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice. (d) Such Loan Party shall promptly notify the Collateral Agent promptly (A) if it knows or has reason to know that any Patent, Trademark or Copyright (or any application or registration relating to any Patent thereto) may become abandoned or Trademark of such Grantor which is material dedicated to the conduct of such Grantor’s business may become abandoned, (B) if a terminal disclaimer is filed with respect to any Patent in the United States Patent and Trademark Officepublic, or (C) of any other adverse determination or development (including including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office, Office or any court, other than ordinary course United States Patent and Trademark Office actions) regarding such Grantor’s Loan Party's ownership or license of any Intellectual Property which is material to the conduct of such Grantor’s businessPatent, Trademark, Copyright or Software, its right to register the same, same or to keep and keep, use or maintain the same. (iie) Such Grantor shall Loan Party will take all commercially reasonable steps necessary (if any be required) at its sole cost, expense and risk to prevent any misusefile, infringement, invalidation, misappropriation, dilution, forfeiture, dedication to the public, unauthorized use or abandonment of its Copyrights, Patents, Trademarks or other Intellectual Property, whether owned or licensed. Such Grantor’s efforts pursuant to this Section 5(m)(ii) shall include, but not be limited to: (A) establishing prudent security measures and procedures governing access to, and use of, property protected by such Copyrights, Trademarks or Patents or of such Intellectual Property owned or licensed by such Grantor or developed by any Person on behalf of such Grantor; (B) establishing and maintaining in force any agreements with employees and consultants or any written terms of employment, as are customarily used in such Grantor’s industry for the protection of such Intellectual Property; and (C) vigorous enforcement of such Grantor’s rights in any such Intellectual Property. (iii) In no event shall such Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office, any Copyright with the United States Copyright Office, or in any similar office or agency of the United States of America, any State thereof or any other country or other foreign jurisdiction unless it promptly informs the Collateral Agent and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents, and papers as may be reasonably necessary to evidence the Collateral Agent’s security interest in such Copyright, Patent or Trademark, including, with respect to Trademarks, the goodwill of such Grantor, relating thereto or represented thereby. (iv) Such Grantor shall take all reasonable and necessary action to maintain and pursue each application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to preserve and maintain the all common law rights in any Trademarks and each registration of each of the Patents, Trademarks and Copyrights, Patents including filing and Trademarks of such Grantor which is material to the conduct of such Grantor’s business, including the filing of paying fees for applications for renewal, reissues, divisions, extensions, revisions, continuations, continuations-in-part, affidavits of use, affidavits of noncontestability incontestability and opposition and interference maintenance, and, unless such Loan Party shall reasonably determine that any such action would be of Negligible Economic Value, to initiate opposition, interference, reexamination and cancellation proceedingsproceedings against third parties. (vf) In the event that If any rights to any Patent, Trademark, Copyright, Patent Software or Trademark of such Grantor License relating thereto is believed infringed, violatedmisappropriated, misappropriated breached or diluted by or by reason of a third party, such Grantor Loan Party shall notify the Collateral Agent promptly after such Grantor it learns thereof and shall, unless such Grantor Loan Party shall reasonably determine that any such Copyrightaction would be of Negligible Economic Value, Patent or Trademark promptly take such action at its sole cost, expense and risk as is not material to the conduct consistent with past practice of such Grantor’s business, promptly xxx for infringement, misappropriation or dilution or other claims (including remedies at law and in equity) Loan Party to enforce its rights and to recover any and all damages for such infringement, misappropriation or dilution or other claims or dilution, and take such other actions as such Grantor Loan Party shall reasonably deem appropriate under the circumstances to protect such Patent, Trademark, Copyright, Patent Software or TrademarkLicense. In Such Loan Party will take all actions reasonably necessary to prevent any of the event that a Grantor believes that any CopyrightIntellectual Property from becoming forfeited, Patent or Trademark that is material abandoned, dedicated to the conduct of such Grantor’s business will be imminently infringedpublic, such Grantor shall promptly notify the Collateral Agentinvalidated or impaired in any way. (vig) Such Grantor covenants Within 45 days after the end of each fiscal quarter of InSight, each Loan Party will (i) inform the Collateral Agent of: (1) all applications for Patents, Trademarks or Copyrights filed during such fiscal quarter by such Loan Party or by any agent, employee, licensee or delegate on its behalf with the United States Patent and agrees that Trademark Office or the United States Copyright Office or any office or agency in any political subdivision of the event United States or in any Patent is other country or becomes subject to a terminal disclaimer, the security interest granted in this Agreement shall extend to the Patent necessitating the disclaimer any political subdivision thereof and (2) any newly registered Intellectual Property acquired by such Patent shall not be sold, transferred or otherwise alienated without the prior written consent Loan Party during such fiscal quarter and (ii) upon request of the Collateral Agent, execute any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interests in the foregoing described in clause (i) of this Section, including without limitation, such registrations, licenses, applications, any resulting Patent, Trademark or Copyright and the goodwill or accounts and general intangibles of such Loan Party relating thereto or represented thereby, and such Loan Party hereby appoints the Collateral Agent its attorney-in-fact to execute and file such writings for the foregoing purposes. (viih) For purposes Prior to the Collateral Agent's giving of notice to the Loan Parties during the continuance of an Event of Default, the Loan Parties shall have the exclusive right to sue for past, present and future infringement of the Intellectual Xxoperty including the right to seek injunctions and/or money damages, in an effort by the Loan Parties to protect the Intellectual Property against encroachment by third parties, provided, however: (i) Any money damages awarded or received by the Loan Parties on account of such suit (or the threat of such suit) shall constitute Collateral. (ii) Following written notice given by the Collateral Agent to the Loan Parties during the continuance of any Event of Default, the Collateral Agent may terminate or limit the Loan Parties' rights under this Section 5(m4.11(j), any right or interest in Material IP (as defined in the Note Agreement) held by any Grantor shall be deemed to be material to the conduct of such Grantor’s business.

Covenants Regarding Intellectual Property. (i) Such Grantor shall notify the Collateral Agent promptly if (A) if it knows or has reason to know that any application or registration relating to any Patent or Trademark of such Grantor which is material to the conduct of such Grantor’s business may become abandoned, (B) if a terminal disclaimer is filed with respect to any Patent in the United States Patent and Trademark Office, or (C) of any other adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office, or any court) regarding such Grantor’s ownership or license of any Intellectual Property Copyright, Patent or Trademark which is material to the conduct of such Grantor’s business, its right to register the same, or to keep and maintain the same. (ii) Such Grantor shall take all commercially reasonable steps necessary (if any be required) to prevent any misuse, infringement, invalidation, misappropriation, dilution, forfeiture, dedication to the public, unauthorized use or abandonment of its Copyrights, Patents, Trademarks or other Intellectual Property, whether owned or licensed. Such Grantor’s efforts pursuant to this Section 5(m)(ii5(n) shall include, but not be limited to: (A) establishing prudent security measures and procedures governing access to, and use of, property protected by such Copyrights, Trademarks or Patents or of such Intellectual Property owned or licensed by such Grantor or developed by any Person on behalf of such Grantor; (B) establishing and maintaining in force any agreements with employees and consultants or any written terms of employment, as are customarily used in such Grantor’s industry for the protection of such Intellectual Property; and (C) vigorous enforcement of such Grantor’s rights in any such Intellectual Property. (iii) In no event shall such Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office, any Copyright with the United States Copyright Office, or in any similar office or agency of the United States of America, any State thereof or in any other country or other foreign jurisdiction any political subdivision thereof unless it promptly informs the Collateral Agent and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents, and papers as the Collateral Agent may be reasonably necessary request to evidence the Collateral Agent’s security interest in such Copyright, Patent or Trademark, including, with respect to Trademarks, the goodwill of such Grantor, relating thereto or represented thereby. (iv) Such Grantor shall take all reasonable and necessary action to maintain and pursue each application (and to obtain the relevant registration) and to maintain the registration of each of the Copyrights, Patents and Trademarks of such Grantor which is material to the conduct of such Grantor’s business, including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (v) In the event that any Copyright, Patent or Trademark of such Grantor is infringed, violated, misappropriated or diluted by or by reason of a third party, such Grantor shall notify the Collateral Agent promptly after such Grantor learns thereof and shall, unless such Grantor shall reasonably determine that such Copyright, Patent or Trademark is not material to the conduct of such Grantor’s business, promptly xxx for infringement, misappropriation or dilution or other claims (including remedies at law and in equity) and to recover any and all damages for such infringement, misappropriation or dilution or other claims or and take such other actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or Trademark. In the event that a Grantor believes that any Copyright, Patent or Trademark that is material to the conduct of such Grantor’s business will be imminently infringed, such Grantor shall promptly notify the Collateral Agent. (vi) Such Grantor covenants and agrees that in the event any Patent is or becomes subject to a terminal disclaimer, the security interest granted in this Agreement shall extend to the Patent necessitating the disclaimer and such Patent shall not be sold, transferred or otherwise alienated without the prior written consent of the Collateral Agent. (vii) For purposes of this Section 5(m), any right or interest in Material IP (as defined in the Note Agreement) held by any Grantor shall be deemed to be material to the conduct of such Grantor’s business.