Common use of GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL Clause in Contracts

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. Without limiting any other grant of any lien by any Grantor in any Collateral under the Securities Purchase Agreement or any other of the Transaction Documents (as that term is defined in the Securities Purchase Agreement), to secure the prompt payment and performance of all obligations to Secured Party, the Grantor hereby pledges and grants to Secured Party a continuing security interest in and lien upon all of such Grantor’s right, title and interest in, to and under Intellectual Property Collateral: (a) all of its registered/issued United States Patents and filed United States Patent Applications, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any Supplement (as defined below) delivered hereafter, together with all reissues, reexaminations, continuations, continuations-in-part, divisional, renewals and extensions of the foregoing (the “Patents”); (b) all of its registered United States Trademarks, filed United States Trademark Applications, and common law trademarks, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with all renewals, reversions and extensions of the foregoing (the “Trademarks”); (c) all goodwill of the business connected with the use of, and symbolized by, each of the Trademarks; (d) all of its registered United States Copyrights and filed United States Copyright Applications, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with all renewals, reversions and extensions of the foregoing (the “Copyrights”); (e) all of its Internet Domain Names, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, and all goodwill associated with the same (the “Domain Names”); (f) all applications, registrations, claims, awards, judgments, amendments, improvements and insurance claims related thereto now or hereafter owned or licensed by Grantor, or any claims for damages by way of any past, present, or future infringement of any of the foregoing, together with all accessions and additions thereto and proceeds thereof (including, without limitation, any proceeds resulting under insurance policies); and (g) all cash, income, royalties, fees, other proceeds, receivables, accounts and general intangibles that consist of rights of payment to or on behalf of Grantor, proceeds from the sale, licensing or other disposition of all or any part of, or rights in, the Intellectual Property Collateral by or on behalf of Grantor, and all rights to sxx and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof; which such continuing security interest in and lien upon the Intellectual Property Collateral, and this Agreement, shall continue in full force and effect to secure each of the obligations under the Transaction Documents (as that term is defined in the Securities Purchase Agreement), unless and until the obligations have been indefeasibly satisfied and paid in full in cash and all commitments under the Transaction Documents have been terminated.

Appears in 2 contracts

Samples: Intellectual Property Security Agreement (Kraig Biocraft Laboratories, Inc), Intellectual Property Security Agreement (Kraig Biocraft Laboratories, Inc)

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GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. Without limiting any other grant of any lien by any Grantor in any Collateral under the Securities Purchase Agreement or any other of the Transaction Documents (Each Grantor, as that term is defined in the Securities Purchase Agreement), to secure collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all obligations the Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Secured Party, the Grantor hereby pledges and grants to the Secured Party a continuing Lien on and security interest in and lien upon in, all of such Grantor’s its right, title and interest in, to and under Intellectual Property the following Collateral of such Grantor (the “IP Collateral:”): (a) all of its registered/issued United States Patents Copyrights and filed United States Patent Applications, Copyright Licenses including, without limitation, those referred to on Schedule 1 hereto or hereto; (b) all renewals, reversions and extensions of the Copyrights and Copyright Licenses; (c) all of its Patents and Patent Licenses including, without limitation, those referred to on any Schedule to any Supplement 1 hereto; (as defined belowd) delivered hereafter, together with all reissues, reexaminations, continuations, continuations-in-part, divisionaldivisionals, renewals and extensions with respect to any of the foregoing (the “Patents”)Patents and Patent Licenses; (be) all of its registered United States Trademarks, filed United States Trademarks and Trademark Applications, and common law trademarks, Licenses including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with hereto; (f) all renewals, reversions renewals and extensions of the foregoing (the “Trademarks”)Trademarks and Trademark Licenses; (cg) all goodwill of the business connected with the use of, and symbolized by, each Trademark and Trademark License; and (h) all income, royalties, proceeds and liabilities at any time due or payable or asserted under and with respect to any of the Trademarks; (d) all of its registered United States Copyrights and filed United States Copyright Applications, foregoing including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with all renewals, reversions and extensions of the foregoing (the “Copyrights”); (e) all of its Internet Domain Names, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, and all goodwill associated with the same (the “Domain Names”); (f) all applications, registrations, claims, awards, judgments, amendments, improvements and insurance claims related thereto now or hereafter owned or licensed by Grantor, or any claims for damages by way of any past, present, or future infringement of any of the foregoing, together with all accessions and additions thereto and proceeds thereof (including, without limitation, any proceeds resulting under insurance policies); and (g) all cash, income, royalties, fees, other proceeds, receivables, accounts and general intangibles that consist of rights of payment to or on behalf of Grantor, proceeds from the sale, licensing or other disposition of all or any part of, or rights in, the Intellectual Property Collateral by or on behalf of Grantor, and all rights to sxx sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof; which such continuing security interest in and lien upon the Intellectual Property Collateral, and this Agreement, shall continue in full force and effect to secure each of the obligations under the Transaction Documents (as that term is defined in the Securities Purchase Agreement), unless and until the obligations have been indefeasibly satisfied and paid in full in cash and all commitments under the Transaction Documents have been terminated.

Appears in 1 contract

Samples: Security Agreement (AtlasClear Holdings, Inc.)

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. Without limiting any other grant of any lien by any Grantor in any Collateral under the Securities Purchase Agreement or any other of the Transaction Documents (A) Each Grantor, as that term is defined in the Securities Purchase Agreement), to secure collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all obligations the Obligations hereby mortgages, pledges, assigns, grants and hypothecates to Secured Partythe Agent for the benefit of the Purchasers, the Grantor hereby pledges and grants to Secured Party the Agent for the benefit of the Purchasers a continuing Lien on and security interest in and lien upon in, all of such Grantor’s its right, title and interest in, to and under the following Collateral of such Grantor whether now owned or hereafter acquired or arising and wherever located (the “Intellectual Property Collateral:”): (a) all of its registered/issued United States Patents copyrights and filed United States Patent Applicationsrights under any written agreement granting any right to use copyrights, including, without limitation, those referred to on Schedule 1 hereto or hereto, together with all renewals, reversions and extensions of the foregoing; (b) all of its patents and rights under any written agreement granting any right to use patents, including, without limitation, those referred to on any Schedule to any Supplement (as defined below) delivered hereafter1 hereto, together with all reissues, reexaminations, continuations, continuations-in-part, divisionaldivisionals, renewals and extensions of the foregoing (the “Patents”)foregoing; (bc) all of its registered United States Trademarks, filed United States Trademark Applications, trademarks and common law rights under any written agreement granting any right to use trademarks, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafterhereto, together with all renewals, reversions reissues, continuations and extensions of the foregoing (the “Trademarks”)foregoing; (cd) all goodwill of the business connected with the use of, and symbolized by, each such trademark; and (e) all income, royalties, proceeds and liabilities at any time due or payable or asserted under and with respect to any of the Trademarks; (d) all of its registered United States Copyrights and filed United States Copyright Applicationsforegoing, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with all renewals, reversions and extensions of the foregoing (the “Copyrights”); (e) all of its Internet Domain Names, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, and all goodwill associated with the same (the “Domain Names”); (f) all applications, registrations, claims, awards, judgments, amendments, improvements and insurance claims related thereto now or hereafter owned or licensed by Grantor, or any claims for damages by way of any past, present, or future infringement of any of the foregoing, together with all accessions and additions thereto and proceeds thereof (including, without limitation, any proceeds resulting under insurance policies); and (g) all cash, income, royalties, fees, other proceeds, receivables, accounts and general intangibles that consist of rights of payment to or on behalf of Grantor, proceeds from the sale, licensing or other disposition of all or any part of, or rights in, the Intellectual Property Collateral by or on behalf of Grantor, and all rights to sxx xxx and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof; which such continuing security interest in and lien upon the . (B) This Intellectual Property Collateral, Security Agreement and this Agreement, shall continue in full force the security interests created hereby secure the payment and effect to secure each performance of the obligations under Secured Obligations, whether now existing or arising hereafter. Without limiting the Transaction Documents (as that term is defined in generality of the Securities Purchase Agreement)foregoing, unless this Intellectual Property Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and until would be owed by Grantors, or any of them, to Agent or the obligations have been indefeasibly satisfied and paid in full in cash and all commitments under Purchasers, whether or not they are unenforceable or not allowable due to the Transaction Documents have been terminatedexistence of an Insolvency Proceeding involving any Grantor.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Marina Biotech, Inc.)

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. Without limiting any other grant of any lien by any Grantor in any Collateral under the Securities Purchase Agreement or any other of the Transaction Documents (as that term is defined in the Securities Purchase Agreement), to secure the prompt payment and performance of all obligations to Secured Party, the each Grantor hereby pledges and grants to Secured Party a continuing security interest in and lien upon all of such Grantor’s right, title and interest in, to and under Intellectual Property Collateral: (a) all of its registered/issued United States Patents patents and filed United States Patent Applicationspatent applications, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any Supplement (as defined below) delivered hereafter, together with all reissues, reexaminations, continuations, continuations-in-part, divisional, renewals and extensions of the foregoing (the “Patents”); (b) all of its registered United States Trademarkstrademarks, filed United States Trademark Applicationstrademark applications, and common law trademarks, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with all renewals, reversions and extensions of the foregoing (the “Trademarks”); (c) all goodwill of the business connected with the use of, and symbolized by, each of the Trademarks; (d) all of its registered United States Copyrights copyrights and filed United States Copyright Applicationscopyright applications, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with all renewals, reversions and extensions of the foregoing (the “Copyrights”); (e) all of its Internet Domain Namesdomain names, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, and all goodwill associated with the same (the “Domain Names”); (f) all applications, registrations, claims, awards, judgments, amendments, improvements and insurance claims related thereto now or hereafter owned or licensed by any Grantor, or any claims for damages by way of any past, present, or future infringement of any of the foregoing, together with all accessions and additions thereto and proceeds thereof (including, without limitation, any proceeds resulting under insurance policies); and (g) all cash, income, royalties, fees, other proceeds, receivables, accounts and general intangibles that consist of rights of payment to or on behalf of any Grantor, proceeds from the sale, licensing or other disposition of all or any part of, or rights in, the Intellectual Property Collateral by or on behalf of any Grantor, and all rights to sxx xxx and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof; which such continuing security interest in and lien upon the Intellectual Property Collateral, and this Agreement, shall continue in full force and effect to secure each of the obligations under the Transaction Documents (as that term is defined in the Securities Purchase Agreement), unless and until the obligations have been indefeasibly satisfied and paid in full in cash and all commitments under the Transaction Documents have been terminated.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Kona Gold Beverage, Inc.)

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. Without limiting any other grant of any lien by any Grantor in any Collateral under the Securities Purchase Agreement or any other of the Transaction Documents (A) The Grantor, as that term is defined in the Securities Purchase Agreement), to secure collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all obligations the Obligations hereby mortgages, pledges, assigns, grants and hypothecates to the Secured Party, the Grantor hereby pledges and grants to the Secured Party a continuing Lien on and security interest in and lien upon in, all of such Grantor’s its right, title and interest in, to and under the following Collateral of the Grantor whether now owned or hereafter acquired or arising and wherever located (the “Intellectual Property Collateral:”): (a) all of its registered/issued United States Patents copyrights and filed United States Patent Applicationsrights under any written agreement granting any right to use copyrights, includingtogether with all renewals, without limitation, those referred reversions and extensions of the foregoing; (b) all of its patents and rights under any written agreement granting any right to on Schedule 1 hereto or on any Schedule to any Supplement (as defined below) delivered hereafteruse patents, together with all reissues, reexaminations, continuations, continuations-in-part, divisionaldivisionals, renewals and extensions of the foregoing (the “Patents”)foregoing; (bc) all of its registered United States Trademarks, filed United States Trademark Applications, trademarks and common law rights under any written agreement granting any right to use trademarks, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafterhereto, together with all renewals, reversions reissues, continuations and extensions of the foregoing (the “Trademarks”)foregoing; (cd) all goodwill of the business connected with the use of, and symbolized by, each such trademark; and (e) all income, royalties, proceeds and liabilities at any time due or payable or asserted under and with respect to any of the Trademarks; (d) all of its registered United States Copyrights and filed United States Copyright Applicationsforegoing, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with all renewals, reversions and extensions of the foregoing (the “Copyrights”); (e) all of its Internet Domain Names, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, and all goodwill associated with the same (the “Domain Names”); (f) all applications, registrations, claims, awards, judgments, amendments, improvements and insurance claims related thereto now or hereafter owned or licensed by Grantor, or any claims for damages by way of any past, present, or future infringement of any of the foregoing, together with all accessions and additions thereto and proceeds thereof (including, without limitation, any proceeds resulting under insurance policies); and (g) all cash, income, royalties, fees, other proceeds, receivables, accounts and general intangibles that consist of rights of payment to or on behalf of Grantor, proceeds from the sale, licensing or other disposition of all or any part of, or rights in, the Intellectual Property Collateral by or on behalf of Grantor, and all rights to sxx and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof; which such continuing security interest in and lien upon the . (B) This Intellectual Property Collateral, Security Agreement and this Agreement, shall continue in full force the security interests created hereby secure the payment and effect to secure each performance of the obligations under Secured Obligations, whether now existing or arising hereafter. Without limiting the Transaction Documents (as that term is defined in generality of the Securities Purchase Agreement)foregoing, unless this Intellectual Property Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and until would be owed by the obligations have been indefeasibly satisfied and paid in full in cash and all commitments under Grantor to the Transaction Documents have been terminatedSecured Party, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Grantor.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Skinny Nutritional Corp.)

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. Without limiting any other grant of any lien by any Grantor in any Collateral under the Securities Purchase Agreement or any other of the Transaction Documents (as that term is defined in the Securities Purchase Agreement), to secure the prompt payment and performance of all obligations to Secured Party, the each Grantor hereby pledges and grants to Secured Party a continuing security interest in and lien upon all of such Grantor’s right, title and interest in, to and under Intellectual Property Collateral: (a) all of its registered/issued United States Patents patents and filed United States Patent Applicationspatent applications, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any Supplement (as defined below) delivered hereafter, together with all reissues, reexaminations, continuations, continuations-in-part, divisional, renewals and extensions of the foregoing (the “Patents”); (b) all of its registered United States Trademarkstrademarks, filed United States Trademark Applicationstrademark applications, and common law trademarks, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with all renewals, reversions and extensions of the foregoing (the “Trademarks”); (c) all goodwill of the business connected with the use of, and symbolized by, each of the Trademarks; (d) all of its registered United States Copyrights copyrights and filed United States Copyright Applicationscopyright applications, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with all renewals, reversions and extensions of the foregoing (the “Copyrights”); (e) all of its Internet Domain Namesdomain names, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, and all goodwill associated with the same (the “Domain Names”); (f) all applications, registrations, claims, awards, judgments, amendments, improvements and insurance claims related thereto now or hereafter owned or licensed by any Grantor, or any claims for damages by way of any past, present, or future infringement of any of the foregoing, together with all accessions and additions thereto and proceeds thereof (including, without limitation, any proceeds resulting under insurance policies); and (g) all cash, income, royalties, fees, other proceeds, receivables, accounts and general intangibles that consist of rights of payment to or on behalf of any Grantor, proceeds from the sale, licensing or other disposition of all or any part of, or rights in, the Intellectual Property Collateral by or on behalf of any Grantor, and all rights to sxx and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof; which such continuing security interest in and lien upon the Intellectual Property Collateral, and this Agreement, shall continue in full force and effect to secure each of the obligations under the Transaction Documents (as that term is defined in the Securities Purchase Agreement), unless and until the obligations have been indefeasibly satisfied and paid in full in cash and all commitments under the Transaction Documents have been terminated.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Kona Gold Beverage, Inc.)

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. Without limiting any other grant of any lien by any Grantor in any Collateral under the Securities Purchase Agreement or any other of the Transaction Documents (as that term is defined in the Securities Purchase Agreement), In order to secure the prompt payment and complete payment, performance and observance of all obligations to Secured Partyof the Guarantied Obligations, the Grantor hereby pledges grants and grants conveys to Secured Party the Collateral Agent on behalf and for the benefit of the Guarantied Parties as collateral security, a continuing lien upon and security interest in and lien upon all of such the Grantor’s 's right, title and interest inin and to all intellectual property rights now owned or existing and hereafter acquired or arising in the following assets, subject to and under Intellectual Property Collateral:the provisos set forth below in this Section 2 (all of which being hereinafter referred to as the "INTELLECTUAL PROPERTY COLLATERAL"): (a) all Trademarks of its registered/issued United States Patents and filed United States Patent Applicationsthe Grantor, including, without limitation, those referred to the Trademarks listed on Schedule 1 hereto or on any Schedule to any Supplement (as defined below) delivered hereafter, together with all reissues, reexaminations, continuations, continuations-in-part, divisional, renewals and extensions of the foregoing (the “Patents”)SCHEDULE A hereto; (b) all Copyrights of its registered United States Trademarks, filed United States Trademark Applications, and common law trademarksthe Grantor, including, without limitation, those referred to the Copyrights listed on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with all renewals, reversions and extensions of the foregoing (the “Trademarks”)SCHEDULE B hereto; (c) all goodwill Licenses of the business connected with Grantor, including, without limitation, the use of, and symbolized by, each of the TrademarksLicenses listed on SCHEDULE C hereto; (d) all Patents of its registered United States Copyrights and filed United States Copyright Applicationsthe Grantor, including, without limitation, those referred to the Patents listed on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with all renewals, reversions and extensions of the foregoing (the “Copyrights”)SCHEDULE D hereto; (e) all Trade Secrets of its Internet Domain Names, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, and all goodwill associated with the same (the “Domain Names”);Grantor; and (f) all applications, registrations, claims, awards, judgments, amendments, improvements and insurance claims related thereto now or hereafter owned or licensed by Grantor, or any claims for damages by way of any past, present, or future infringement of any the entire goodwill of the foregoingGrantor's business connected with the use of and symbolized by the Trademarks; provided, together with all accessions and additions thereto and proceeds thereof however, that, (including, without limitation, any proceeds resulting under insurance policies); and (gi) all cash, income, royalties, fees, other proceeds, receivables, accounts and general intangibles that consist of rights of payment notwithstanding anything to or on behalf of Grantor, proceeds from the sale, licensing or other disposition of all or any part of, or rights incontrary contained in this Section 2, the Intellectual Property Collateral by or on behalf of Grantorshall not include any License if (and solely to the extent and for so long as) such License expressly prohibits Grantor from granting any "LIEN" (as defined in the Subsidiary Guaranty) thereon, and all rights (ii) nothing hereunder constitutes or shall be deemed to sxx and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof; which such continuing constitute the grant of a security interest in favor of the Collateral Agent on behalf and lien upon for the benefit of the Guarantied Parties with respect to any Intellectual Property Collateral, and this Agreement, shall continue in full force and effect Collateral to secure each of the obligations under the Transaction Documents (as that term is defined in the Securities Purchase Agreement), unless and until the obligations have been indefeasibly satisfied and paid in full in cash and all commitments under the Transaction Documents have been terminatedextent prohibited by applicable law.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Envirodyne Industries Inc)

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GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. Without limiting any other grant of any lien by any Grantor in any Collateral under the Securities Purchase Agreement or any other of the Transaction Documents (Grantor, as that term is defined in the Securities Purchase Agreement), to secure collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all obligations the Obligations hereby mortgages, pledges and hypothecates to Secured PartyAgent, for the Grantor hereby pledges benefit of itself and Lenders, and grants to Secured Party Agent, for the benefit of itself and Lenders, a continuing Lien on and security interest in and lien upon in, all of such Grantor’s its right, title and interest in, to and under the following Collateral of Grantor (the “Intellectual Property Collateral:”): (a) all of its registered/issued United States Patents trade secrets and filed United States Patent Applicationsrights under any written agreement granting any right to use trade secrets; (b) all of its copyrights and rights under any written agreement granting any right to use copyrights, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any Supplement (as defined below) delivered hereafterhereto, together with all reissuesrenewals, reexaminations, continuations, continuations-in-part, divisional, renewals reversions and extensions of the foregoing (the “Patents”)foregoing; (bc) all of its registered United States Trademarks, filed United States Trademark Applications, trademarks and common law rights under any written agreement granting any right to use trademarks, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter2 hereto, together with all renewals, reversions and extensions of the foregoing (the “Trademarks”)foregoing; (cd) all goodwill of the business connected with the use of, and symbolized by, each of the Trademarks; such trademark covered by clause (dc) all of its registered United States Copyrights and filed United States Copyright Applications, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with all renewals, reversions and extensions of the foregoing (the “Copyrights”)above; (e) all of its Internet Domain NamesUS patents and rights under any written agreement granting any right to use US patents, including, without limitation, those owned by Grantor referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter3 hereto, together with all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and all goodwill associated with extensions of the same (the “Domain Names”)foregoing; (f) all of its US patent applications and rights under any written agreement granting any right to use US patent applications, including, without limitation, those owned by Grantor referred to on Schedule 4 hereto, together with all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; (g) all of its PCT patent applications and rights under any written agreement granting any right to use PCT patent applications, together with all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; (h) all of its foreign patents and patent applications, and rights under any written agreement granting any right to use foreign patents and patent applications, together with all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; (i) all applications, registrations, claims, products, awards, judgments, amendments, improvements and insurance claims related thereto now or hereafter owned or licensed by Grantor, or any claims for damages by way of any past, present, or future infringement of any of the foregoing, together with all accessions and additions thereto thereto, proceeds and proceeds products thereof (including, without limitation, any proceeds resulting under insurance policies); and (g) provided, further, that the Intellectual Property Collateral shall include, without limitation, all cash, income, royalties, royalty fees, other proceeds, receivables, accounts and general intangibles that consist of rights of payment to or on behalf of Grantor, Grantor or proceeds from the sale, licensing or other disposition of all or any part of, or rights in, the Intellectual Property Collateral by or on behalf of Grantor; and (j) all income, royalties, proceeds and liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sxx and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof; which such continuing security interest in and lien upon . Notwithstanding the foregoing the term “Intellectual Property Collateral, ” shall not include and this Agreement, shall continue in full force and effect to secure each of the obligations under the Transaction Documents (as that term is defined in the Securities Purchase Agreement), unless and until the obligations have been indefeasibly satisfied and paid in full in cash and exclude all commitments under the Transaction Documents have been terminatedExcluded Assets.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Pacira Pharmaceuticals, Inc.)

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. Without limiting any other grant of any lien by any Grantor in any Collateral under the Securities Purchase Agreement or any other of the Transaction Documents (Grantor, as that term is defined in the Securities Purchase Agreement), to secure collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all obligations the Obligations hereby mortgages, pledges and hypothecates to Secured Party, the Grantor hereby pledges Purchaser and grants to Secured Party the Purchaser, a continuing lien on and security interest in and lien upon in, all of such Grantor’s and its applicable subsidiaries’ right, title and interest in, to and under the following Collateral of Grantor and such subsidiaries (the “Intellectual Property Collateral:”): (a) all of its registered/issued United States Patents trade secrets and filed United States Patent Applicationsrights under any written agreement granting any right to use trade secrets; (b) all copyrights and rights under any written agreement granting any right to use copyrights, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any Supplement (as defined below) delivered hereafterhereto, together with all reissuesrenewals, reexaminations, continuations, continuations-in-part, divisional, renewals reversions and extensions of the foregoing (the “Patents”)foregoing; (bc) all of its registered United States Trademarks, filed United States Trademark Applications, trademarks and common law rights under any written agreement granting any right to use trademarks, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter2 hereto, together with all renewals, reversions and extensions of the foregoing (the “Trademarks”)foregoing; (cd) all goodwill of the business connected with the use of, and symbolized by, each of the Trademarkssuch trademark described in subparagraph (c) above; (de) all of its registered United States Copyrights U.S. patents and filed United States Copyright Applicationsrights under any written agreement granting any right to use U.S. patents, including, without limitation, those owned by Grantor or its subsidiaries referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter3 hereto, together with all renewalsreissues, reversions reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing (the “Copyrights”)foregoing; (ef) all of its Internet Domain NamesU.S. patent applications and rights under any written agreement granting any right to use U.S. patent applications, including, without limitation, those owned by Grantor or its subsidiaries referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter4 hereto, together with all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and all goodwill associated with extensions of the same (the “Domain Names”)foregoing; (fg) all PCT patent applications and rights under any written agreement granting any right to use PCT patent applications, including, without limitation, those owned by Grantor or its subsidiaries referred to on Schedule 5 hereto, together with all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; (h) all foreign patents and patent applications, and rights under any written agreement granting any right to use foreign patents and patent applications, including, without limitation, those owned by Grantor or its subsidiaries referred to on Schedule 6 hereto, together with all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; (i) all applications, registrations, claims, awards, judgments, amendments, improvements and insurance claims related thereto now or hereafter owned or licensed by Grantor, or any claims for damages by way of any past, present, or future infringement of any of the foregoing, together with all accessions and additions thereto thereto, proceeds and proceeds products thereof (including, without limitation, any proceeds resulting under insurance policies); and (g) provided, that the Intellectual Property Collateral shall include, without limitation, all cash, income, royalties, royalty fees, other proceeds, receivables, accounts and general intangibles that consist of rights of payment to or on behalf of Grantor, Grantor or its subsidiaries or proceeds from the sale, licensing or other disposition of all or any part of, or rights in, the Intellectual Property Collateral by or on behalf of GrantorGrantor or its subsidiaries; and (j) all income, royalties, proceeds and liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sxx and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof; which such continuing security interest in and lien upon the Intellectual Property Collateral, and this Agreement, shall continue in full force and effect to secure each of the obligations under the Transaction Documents (as that term is defined in the Securities Purchase Agreement), unless and until the obligations have been indefeasibly satisfied and paid in full in cash and all commitments under the Transaction Documents have been terminated.

Appears in 1 contract

Samples: Financing and Security Agreement (SaveDaily Inc)

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. Without limiting any other grant of any lien by any Grantor in any Collateral under the August 2021 Securities Purchase Agreement or any other of the Transaction Documents (as that term is defined in the August 2021 Securities Purchase Agreement), to secure the prompt payment and performance of all obligations to Secured Party, the each Grantor hereby pledges and grants to Secured Party a continuing security interest in and lien upon all of such Grantor’s right, title and interest in, to and under Intellectual Property Collateral: (a) all of its registered/issued United States Patents patents and filed United States Patent Applicationspatent applications, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any Supplement (as defined below) delivered hereafter, together with all reissues, reexaminations, continuations, continuations-in-part, divisional, renewals and extensions of the foregoing (the “Patents”); (b) all of its registered United States Trademarkstrademarks, filed United States Trademark Applicationstrademark applications, and common law trademarks, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with all renewals, reversions and extensions of the foregoing (the “Trademarks”); (c) all goodwill of the business connected with the use of, and symbolized by, each of the Trademarks; (d) all of its registered United States Copyrights copyrights and filed United States Copyright Applicationscopyright applications, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with all renewals, reversions and extensions of the foregoing (the “Copyrights”); (e) all of its Internet Domain Namesdomain names, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, and all goodwill associated with the same (the “Domain Names”); (f) all applications, registrations, claims, awards, judgments, amendments, improvements and insurance claims related thereto now or hereafter owned or licensed by any Grantor, or any claims for damages by way of any past, present, or future infringement of any of the foregoing, together with all accessions and additions thereto and proceeds thereof (including, without limitation, any proceeds resulting under insurance policies); and (g) all cash, income, royalties, fees, other proceeds, receivables, accounts and general intangibles that consist of rights of payment to or on behalf of any Grantor, proceeds from the sale, licensing or other disposition of all or any part of, or rights in, the Intellectual Property Collateral by or on behalf of any Grantor, and all rights to sxx and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof; which such continuing security interest in and lien upon the Intellectual Property Collateral, and this Agreement, shall continue in full force and effect to secure each of the obligations under the Transaction Documents (as that term is defined in the August 2021 Securities Purchase Agreement), unless and until the obligations have been indefeasibly satisfied and paid in full in cash and all commitments under the Transaction Documents have been terminated.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Kona Gold Beverage, Inc.)

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