Common use of Intellectual Property and License Agreements Clause in Contracts

Intellectual Property and License Agreements. A list of all of Intellectual Property of each Credit Party and all license agreements, sublicenses, or other rights of any Credit Party to use Intellectual Property (including all in-bound license agreements, but excluding over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 8.1(d), is set forth on the Intangible Assets Schedule, which indicates, for each item of property: (A) the name of the Credit Party owning such Intellectual Property or licensee to such license agreement; (B) the Credit Party’s identifier for such property (i.e., name of patent, license, etc.), (C) whether such property is Intellectual Property (or application therefor) owned by a Credit Party or is property to which a Credit Party has rights pursuant to a license agreement, and (D) the expiration date of such Intellectual Property or license agreement. In the case of any Material Intangible Property that is a license agreement, the Intangible Assets Schedule further indicates, for each: (1) the name and address of the licensor, (2) the name and date of the agreement pursuant to which such item of Material Intangible Property is licensed, (3) whether or not such license agreement grants an exclusive license to a Credit Party, (4) whether there are any purported restrictions in such license agreement as to the ability of a Credit Party to grant a security interest in and/or to transfer any of its rights as a licensee under such license agreement, and (5) whether a default under or termination of such license agreement could interfere with Agent’s right to sell or assign such license or any other Collateral. Except as noted on the Intangible Assets Schedule, each Credit Party is the sole owner of its Intellectual Property, free and clear of any Liens. Each Patent is valid and enforceable to the knowledge of the Borrower and no part of the Material Intangible Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that Borrower’s use of any part of the Intellectual Property violates the rights of any third party.

Intellectual Property and License Agreements. A list of all of Intellectual Property of each Credit Party and all license agreements, sublicenses, or other rights of any Credit Party to use Intellectual Property (including all in-bound license agreements, but excluding over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 8.1(d), is set forth on the Intangible Assets Intellectual Property Schedule, which indicates, for each item of property: (Ai) the name of the Credit Party owning such Intellectual Property or licensee to such license agreement; (Bii) the Credit Party’s identifier for such property (i.e., name of patent, license, etc.), (Ciii) whether such property is Intellectual Property (or application therefor) owned by a Credit Party or is property to which a Credit Party has rights pursuant to a license agreement, and (Div) the expiration date of such Intellectual Property or license agreement, and (v) whether such property constitutes Material Intellectual Property. In the case of any Material Intangible Intellectual Property that is a license agreement, the Intangible Assets Intellectual Property Schedule further indicates, for each: (1A) the name and address of the licensor, (2B) the name and date of the agreement pursuant to which such item of Material Intangible Intellectual Property is licensed, (3C) whether or not such license agreement grants an exclusive license to a Credit Party, (4D) whether there are any purported restrictions in such license agreement as to the ability of a Credit Party to grant a security interest in and/or to transfer any of its rights as a licensee under such license agreement, and (5E) whether a default under or termination of such license agreement could interfere with Agent’s right to sell or assign such license or any other Collateral. Except as noted on the Intangible Assets Intellectual Property Schedule, each Credit Party is the sole owner of its Intellectual Property, free except for licenses granted to its customers in the Ordinary Course of Business as identified on the Intellectual Property Schedule and clear of any LiensPermitted Licenses. Each Patent is valid and enforceable to the knowledge of the Borrower and no part of the Material Intangible Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that Borrower’s use of any part of the Intellectual Property violates the rights of any third party.

Intellectual Property and License Agreements. A list of all of Intellectual Property of each Credit Party and all license agreements, sublicenses, or other rights of any Credit Party to use Intellectual Property (including all in-bound license agreements, but excluding over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 8.1(d), is set forth on the Intangible Assets Schedule, which indicates, for each item of property: (A) the name of the Credit Party owning such Intellectual Property or licensee to such license agreement; (B) the Credit Party’s identifier for such property (i.e., name of patent, license, etc.), (C) whether such property is Intellectual Property (or application therefor) owned by a Credit Party or is property to which a Credit Party has rights pursuant to a license agreement, and (D) the expiration date of such Intellectual Property or license agreement. In the case of any Material Intangible Property that is a license agreement, the Intangible Assets Schedule further indicates, for each: (1) the name and address of the licensor, (2) the name and date of the agreement pursuant to which such item of Material Intangible Property is licensed, (3) whether or not such license agreement grants an exclusive license to a Credit Party, (4) whether there are any purported restrictions in such license agreement as to the ability of a Credit Party to grant a security interest in and/or to transfer any of its rights as a licensee under such license agreement, and (5) whether a default under or termination of such license agreement could interfere with Agent’s right to sell or assign such license or any other Collateral. Except as for Permitted Licenses noted on the Intangible Assets Schedule, each Credit Party is the sole owner of its Intellectual Property, free and clear of any Liens (other than Permitted Liens). Each Patent is valid and enforceable to the knowledge of the Borrower and no part of the Material Intangible Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that Borrower’s use of any part of the Intellectual Property violates the rights of any third party.

Intellectual Property and License Agreements. A list of all of Borrower’s copyrights, copyright applications, trademarks, trademark applications, patents and patent applications (“Subject Intellectual Property of each Credit Party Property”) and all license agreements, sublicenses, or other rights of any Credit Party to use Intellectual Property agreements (including all in-bound license agreements, but excluding over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 8.1(d), ) is set forth on the Intangible Assets ScheduleSchedule 5.2(d), which indicates, for each item of property: (Ai) the name of the Credit Party Borrower owning such Subject Intellectual Property or licensee to such license agreement; (Bii) the Credit PartyBorrower’s identifier for such property (i.e., name of patent, license, etc.), (Ciii) whether such property is Subject Intellectual Property (or application therefor) owned by a Credit Party Borrower or is property to which a Credit Party Borrower has rights pursuant to a license agreement, and (Div) the expiration date of such Subject Intellectual Property or license agreement. In the case of any Material Intangible Property that is a license agreement, the Intangible Assets Schedule 5.2(d) further indicates, for each: (1A) the name and address of the licensor, (2B) the name and date of the license agreement pursuant to which such item of Material Intangible Intellectual Property is licensed, (3C) whether or not such license agreement grants an exclusive license to a Credit PartyBorrower, and (4D) whether there are any purported restrictions in such license agreement as to the ability of a Credit Party Borrower to grant a security interest in and/or to transfer any of its rights as a licensee under such license agreement, and (5) whether a default under or termination of such license agreement could interfere with Agent’s right to sell or assign such license or any other Collateral. Except as noted on the Intangible Assets ScheduleSchedule 5.2(d), each Credit Party Borrower is the sole owner of its Subject Intellectual Property, free and clear except for non-exclusive licenses granted to its customers in the Ordinary Course of any LiensBusiness. Each Patent is valid properly filed and enforceable to the knowledge of the Borrower and maintained, no part of the Material Intangible Subject Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, knowledge (x) no claim has been made that Borrower’s use of any part of the Subject Intellectual Property violates the rights of any third party, except to the extent such claim could not reasonably be expected to result in a Material Adverse Change and (y) each Patent is valid and enforceable.

Intellectual Property and License Agreements. A list of all of Borrower’s Intellectual Property of each Credit Party and all license agreements, sublicenses, or other rights of any Credit Loan Party to use Intellectual Property (including all in-bound license agreements, but excluding over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 8.1(d), ) is set forth on the Intangible Assets ScheduleSchedule 5.2(d), which indicates, for each item of property: (Ai) the Borrower’s name of the Credit Party owning such Intellectual Property or licensee to such license agreement; (Bii) the Credit PartyBorrower’s identifier for such property (i.e., name of patent, license, etc.), (Ciii) whether such property is Intellectual Property (or application therefor) owned by a Credit Party Borrower or is property to which a Credit Party Borrower has rights pursuant to a license agreement, and (Div) the expiration date of such Intellectual Property or license agreement, and (v) whether such property constitutes Material Intellectual Property. In the case of any Material Intangible Intellectual Property that is a license agreement, the Intangible Assets Schedule 5.2(d) further indicates, for each: (1A) the name and address of the licensor, (2B) the name and date of the agreement pursuant to which such item of Material Intangible Intellectual Property is licensed, (3C) whether or not such license agreement grants an exclusive license to a Credit PartyBorrower, (4D) whether there are any purported restrictions in such license agreement as to the ability of a Credit Party Borrower to grant a security interest in and/or to transfer any of its rights as a licensee under such license agreement, and (5E) whether a default under or termination of such license agreement could interfere with Agent’s right to sell or assign such license or any other Collateral. Except as noted on the Intangible Assets ScheduleSchedule 5.2(d), each Credit Party Borrower is the sole owner of its Intellectual Property, free and clear except for non-exclusive licenses granted to its customers in the Ordinary Course of any LiensBusiness as identified on Schedule 5.2(d). Each Patent is valid and enforceable to the knowledge of the Borrower and no part of the Material Intangible Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that Borrower’s use of any part of the Intellectual Property violates the rights of any third party, except to the extent such claim could not reasonably be expected to have a Material Adverse Change.

Intellectual Property and License Agreements. A list of all of Borrower’s Intellectual Property of each Credit Party and all license agreements, sublicenses, or other rights of any Credit Party to use Intellectual Property agreements (including all in-bound license agreements, but excluding over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 8.1(d), ) is set forth on the Intangible Assets ScheduleSchedule 5.2(d), which indicates, for each item of property: (Ai) the name of the Credit Party Borrower owning such Intellectual Property or licensee to such license agreement; (Bii) the Credit PartyBorrower’s identifier for such property (i.e., name of patent, license, etc.), (Ciii) whether such property is Intellectual Property (or application therefor) owned by a Credit Party Borrower or is property to which a Credit Party Borrower has rights pursuant to a license agreement, and (Div) the expiration date of such Intellectual Property or license agreement, and (v) whether such property constitutes Material Intellectual Property. In the case of any Material Intangible Intellectual Property that is a license agreement, the Intangible Assets Schedule 5.2(d)Error! Reference source not found. further indicates, for each: (1A) the name and address of the licensor, (2B) the name and date of the agreement pursuant to which such item of Material Intangible Intellectual Property is licensed, (3C) whether or not such license agreement grants an exclusive license to a Credit PartyBorrower, (4D) whether there are any purported restrictions in such license agreement as to the ability of a Credit Party Borrower to grant a security interest in and/or to transfer any of its rights as a licensee under such license agreement, and (5E) whether a default under or termination of such license agreement could interfere with Agent’s right to sell or assign such license or any other Collateral. Except as noted on the Intangible Assets ScheduleSchedule 5.2(d), each Credit Party Borrower is the sole owner of its Intellectual Property, free and clear except for non-exclusive licenses granted to its customers in the Ordinary Course of any LiensBusiness as identified on Schedule 5.2(d). Each Patent is valid and enforceable to the knowledge of the Borrower and no part of the Material Intangible Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that Borrower’s use of any part of the Intellectual Property violates the rights of any third party, except to the extent such claim could not reasonably be expected to have a Material Adverse Change.

Intellectual Property and License Agreements. A list of all of Intellectual Property of each the Credit Party Parties and all license agreements, sublicenses, or other rights of any the Credit Party Parties to use Intellectual Property (including all in-bound license agreements, but excluding over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 8.1(d), is set forth on the Intangible Assets Intellectual Property Schedule, which indicates, for each item of property: (A) the name of the Credit Party owning such Intellectual Property or licensee to such license agreement; (B) the Credit Party’s identifier for such property (i.e., name of patent, license, etc.), (C) whether such property is Intellectual Property (or application therefor) owned by a Credit Party or is property to which a Credit Party has rights pursuant to a license agreement, and (DC) the expiration date of such Intellectual Property or license agreement, and (D) whether such property constitutes Material Intellectual Property. In the case of any Material Intangible Intellectual Property that is a license agreement, the Intangible Assets Intellectual Property Schedule further indicates, for each: (1) the name and address of the licensor, (2) the name and date of the agreement pursuant to which such item of Material Intangible Intellectual Property is licensed, (3) whether or not such license agreement [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Quotient Credit Agreement 19 grants an exclusive license to a such Credit Party, (4) whether there are any purported restrictions in such license agreement as to the ability of a such Credit Party to grant a security interest in and/or to transfer any of its rights as a licensee under such license agreement, and (5) whether a default under or termination of such license agreement could interfere with Agent’s right to sell or assign such license or any other Collateral. Except as noted on the Intangible Assets Intellectual Property Schedule, each Credit Party is the sole owner of its Intellectual Property, free and clear except for licenses granted to its customers in the Ordinary Course of any LiensBusiness as identified on the Intellectual Property Schedule. Each Patent is valid and enforceable to the knowledge of the Borrower and no part of the Material Intangible Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s the Credit Parties’ knowledge, no claim has been made that Borrower’s use of any part of the Intellectual Property violates the rights of any third party.

Intellectual Property and License Agreements. A list of all of Intellectual Property of each Credit Party and all license agreements, sublicenses, or other rights of any Credit Party to use Intellectual Property (including all in-bound license agreements, but excluding over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 8.1(d), is set forth on the Intangible Assets Intellectual Property Schedule, which indicates, for each item of property: (A) the name of the Credit Party owning such Intellectual Property or licensee to such license agreement; (B) the Credit Party’s identifier for such property (i.e., name of patent, license, etc.), (C) whether such property is Intellectual Property (or application therefor) owned by a Credit Party or is property to which a Credit Party has rights pursuant to a license agreement, agreement and (D) the expiration date of such Intellectual Property or license agreement. In the case of any Material Intangible Intellectual Property that is a license agreement, the Intangible Assets Intellectual Property Schedule further indicates, for each: (1) the name and address of the licensor, (2) the name and date of the agreement pursuant to which such item of Material Intangible Intellectual Property is licensed, (3) whether or not such license agreement grants an exclusive license to a Credit Party, (4) whether there are any purported restrictions in such license agreement as to the ability of a Credit Party to grant a security interest in and/or to transfer any of its rights as a licensee under such license agreement, and (5) whether a default under or termination of such license agreement could interfere with Agent’s right to sell or assign such license or any other Collateral. Except as noted on the Intangible Assets Intellectual Property Schedule, each Credit Party is the sole owner of its Intellectual Property, free except for licenses granted to its customers in the Ordinary Course of Business as identified on the Intellectual Property Schedule and clear of any LiensPermitted Licenses. Each Patent is valid and enforceable to the knowledge of the Borrower and no part of the Material Intangible Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that Borrower’s use of any part of the Intellectual Property violates the rights of any third party.

Intellectual Property and License Agreements. A list of all of Intellectual Property of each Credit Party and all license agreements, sublicenses, or other rights of any Credit Party to use Intellectual Property (including all in-bound license agreements, but excluding over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 8.1(d), is set forth on the Intangible Assets Schedule, which indicates, for each item of property: (A) the name of the Credit Party owning such Intellectual Property or licensee to such license agreement; (B) the Credit Party’s identifier for such property (i.e., name of patent, license, etc.), (C) whether such property is Intellectual Property (or ​ ​ MidCap / Ocular / 4th A&R Credit Agreement ​ application therefor) owned by a Credit Party or is property to which a Credit Party has rights pursuant to a license agreement, and (D) the expiration date of such Intellectual Property or license agreement. In the case of any Material Intangible Property that is a license agreement, the Intangible Assets Schedule further indicates, for each: (1) the name and address of the licensor, (2) the name and date of the agreement pursuant to which such item of Material Intangible Property is licensed, (3) whether or not such license agreement grants an exclusive license to a Credit Party, (4) whether there are any purported restrictions in such license agreement as to the ability of a Credit Party to grant a security interest in and/or to transfer any of its rights as a licensee under such license agreement, and (5) whether a default under or termination of such license agreement could interfere with Agent’s right to sell or assign such license or any other Collateral. Except as noted on the Intangible Assets Schedule, each Credit Party is the sole owner of its Intellectual Property, free and clear of any Liens. Each Patent patent is valid and enforceable to the knowledge of the Borrower and no part of the Material Intangible Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that BorrowerXxxxxxxx’s use of any part of the Intellectual Property violates the rights of any third party.. ​

Intellectual Property and License Agreements. A list of all of Intellectual Property of each Credit Party and all license agreements, sublicenses, or other rights of any Credit Party to use Intellectual Property (including all in-bound license agreements, but excluding over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 8.1(d), is set forth on the Intangible Assets Intellectual Property Schedule, which indicates, for each item of property: (A) the name of the Credit Party owning such Intellectual Property or licensee to such license agreement; (B) the Credit Party’s identifier for such property (i.e., name of patent, license, etc.), (C) whether such property is Intellectual Property (or application therefor) owned by a Credit Party or is property to which a Credit Party has rights pursuant to a license agreement, and (D) the expiration date of such Intellectual Property or license agreement, and (E) whether such property constitutes Material Intellectual Property. In the case of any Material Intangible Intellectual Property that is a license agreement, the Intangible Assets Intellectual Property Schedule further indicates, for each: (1) the name and address of the licensor, (2) the name and date of the agreement pursuant to which such item of Material Intangible Intellectual Property is licensed, (3) whether or not such license agreement grants an exclusive license to a Credit Party, (4) whether there are any purported restrictions in such license agreement as to the ability of a Credit Party to grant a security interest in and/or to transfer any of its rights as a licensee under such license agreement, and (5) whether a default under or termination of such license agreement could interfere with Agent’s right to sell or assign such license or any other Collateral. Except as noted on the Intangible Assets Intellectual Property Schedule, each Credit Party is the sole owner of its Intellectual Property, free and clear except for non-exclusive licenses granted to its customers in the ordinary course of any Liensbusiness as identified on the Intellectual Property Schedule. Each Patent is valid and enforceable to the knowledge of the Borrower and no part of the Material Intangible Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s the Credit Parties’ knowledge, no claim has been made that Borrower’s use of any part of the Intellectual Property violates the rights of any third party.

Intellectual Property and License Agreements. A As of the Closing Date and each date thereafter that Borrower is required to deliver an updated Schedule 5.2(d) pursuant to Section 6.2(d), a list of all of Borrower’s Intellectual Property of each Credit Party and all license agreements, sublicenses, or other rights of any Credit Loan Party to use Intellectual Property (including all in-bound license agreements, but excluding over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 8.1(d), available) is set forth on the Intangible Assets ScheduleSchedule 5.2(d), which indicates, for each item of property: (Ai) the name of the Credit Party Borrower owning such Intellectual Property or licensee to such license agreement; (Bii) the Credit PartyBorrower’s identifier for such property (i.e., name of patent, license, etc.), (Ciii) whether such property is Intellectual Property (or application therefor) owned by a Credit Party Borrower or is property to which a Credit Party Borrower has rights pursuant to a license agreement, and (Div) the expiration date of such Intellectual Property or license agreement, and (v) whether such property constitutes Material Intellectual Property. In the case of any Material Intangible Intellectual Property that is a license agreement, the Intangible Assets Schedule 5.2(d) further indicates, for each: (1A) the name and address of the licensor, (2B) the name and date of the agreement pursuant to which such item of Material Intangible Intellectual Property is licensed, (3C) whether or not such license agreement grants an exclusive license to a Credit PartyBorrower, (4D) whether there are any purported restrictions in such license agreement as to the ability of a Credit Party Borrower to grant a security interest in and/or to transfer any of its rights as a licensee under such license agreement, and (5E) whether a default under or termination of such license agreement could interfere with Agent’s right to sell or assign such license or any other Collateral. Except as noted on the Intangible Assets ScheduleSchedule 5.2(d), each Credit Party Borrower is the sole owner of its Intellectual Property, free and clear except for non-exclusive licenses granted to its customers in the Ordinary Course of any LiensBusiness as identified on Schedule 5.2(d). Each Patent issued patent that is Material Intellectual Property is valid and enforceable to the knowledge of the Borrower and no part of the Material Intangible Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that Borrower’s use of any part of the Intellectual Property violates the rights of any third party, except to the extent such claim could not reasonably be expected to have a Material Adverse Change.

Intellectual Property and License Agreements. A list of all of Intellectual Property of each Credit Party and all license agreements, sublicenses, or other rights of any Credit Party to use Intellectual Property (including all in-bound license agreements, but excluding over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 8.1(d), is set forth on the Intangible Assets Schedule, which indicates, for each item of property: (A) the name of the Credit Party owning such Intellectual Property or licensee to such license agreement; (B) the Credit Party’s identifier for such property (i.e., name of patent, license, etc.), (C) whether such property is Intellectual Property (or application therefor) owned by a Credit Party or is property to which a Credit Party has rights pursuant to a license agreement, and (D) the expiration date of such Intellectual Property or license agreement. In the case of any Material Intangible Property that is a license agreement, the Intangible Assets Schedule further indicates, for each: (1) the name and address of the licensor, (2) the name and date of the agreement pursuant to which such item of Material Intangible Property is licensed, (3) whether or not such license agreement grants an exclusive license to a Credit Party, (4) whether there are any purported restrictions in such license agreement as to the ability of a Credit Party to grant a security interest in and/or to transfer any of its rights as a licensee under such license agreement, and (5) whether a default under or termination of such license agreement could interfere with Agent’s right to sell or assign such license or any other Collateral. Except as noted on the Intangible Assets Schedule, each Credit Party is the sole owner of its Intellectual Property, free and clear of any Liens. Each Patent patent is valid and enforceable to the knowledge of the Borrower and no part of the Material Intangible Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that Borrower’s use of any part of the Intellectual Property violates the rights of any third party.

Intellectual Property and License Agreements. A list of all of Borrower's copyrights, copyright applications, trademarks, trademark applications, patents and patent applications (“Subject Intellectual Property of each Credit Party Property”) and all license agreements, sublicenses, or other rights of any Credit Party to use Intellectual Property agreements (including all in-bound license agreements, but excluding over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 8.1(d), ) is set forth on the Intangible Assets ScheduleSchedule 5.2(d), which indicates, for each item of property: (Ai) the name of the Credit Party Borrower owning such Subject Intellectual Property or licensee to such license agreement; (Bii) the Credit Party’s Borrower's identifier for such property (i.e., name of patent, license, etc.), (Ciii) whether such property is Subject Intellectual Property (or application therefor) owned by a Credit Party Borrower or is property to which a Credit Party Borrower has rights pursuant to a license agreement, and (Div) the expiration date of such Subject Intellectual Property or license agreement. In the case of any Material Intangible Property that is a license agreement, the Intangible Assets Schedule 5.2(d) further indicates, for each: (1A) the name and address of the licensor, (2B) the name and date of the license agreement pursuant to which such item of Material Intangible Intellectual Property is licensed, (3C) whether or not such license agreement grants an exclusive license to a Credit PartyBorrower, and (4D) whether there are any purported restrictions in such license agreement as to the ability of a Credit Party Borrower to grant a security interest in and/or to transfer any of its rights as a licensee under such license agreement, and (5) whether a default under or termination of such license agreement could interfere with Agent’s right to sell or assign such license or any other Collateral. Except as noted on the Intangible Assets ScheduleSchedule 5.2(d), each Credit Party Borrower is the sole owner of its Subject Intellectual Property, free and clear except for non-exclusive licenses granted to its customers in the Ordinary Course of any LiensBusiness. Each Patent is valid properly filed and enforceable to the knowledge of the Borrower and maintained, no part of the Material Intangible Subject Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, 's knowledge (x) no claim has been made that Borrower’s use of any part of the Subject Intellectual Property violates the rights of any third party, except to the extent such claim could not reasonably be expected to result in a Material Adverse Change and (y) each Patent is valid and enforceable.

Intellectual Property and License Agreements. A list of all of Intellectual Property of each Credit Party and all license agreements, sublicenses, or other rights of any Credit Party to use registered Intellectual Property (including all in-bound license agreementsagreements and any other material agreements affecting any Credit Party’s rights to Intellectual Property, but excluding over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 8.1(d), is set forth on the Intangible Assets Intellectual Property Schedule, which indicates, for each item of property: (A) the name of the Credit Party owning such Intellectual Property or licensee to such license agreement; (B) the Credit Party’s identifier for such property (i.e., name of patent, license, etc.), (C) whether such property is Intellectual Property (or application therefor) owned by a Credit Party or is property to which a Credit Party has rights pursuant to a license agreement, and (D) the expiration date of such Intellectual Property or license agreement. In the case of any Material Intangible Intellectual Property that is a license agreement, the Intangible Assets Intellectual Property Schedule further indicates, for each: (1) the name and address of the licensor, (2) the name and date of the agreement pursuant to which such item of Material Intangible Intellectual Property is licensed, (3) whether or not such license agreement grants an exclusive license to a Credit Party, (4) whether there are any purported restrictions in such license agreement as to the ability of a Credit Party to grant a security interest in and/or to transfer any of its rights as a licensee under such license agreement, and (5) whether a default under or termination of such license agreement could interfere with Agent’s right to sell or assign such license or any other Collateral. Except as noted on the Intangible Assets Intellectual Property Schedule, each Credit Party is the sole owner of its Intellectual Property, free except for licenses granted to its customers in the Ordinary Course of Business as identified on the Intellectual Property Schedule and clear of any LiensPermitted Licenses. Each Patent is valid and enforceable to the knowledge of the Borrower and no part of the Material Intangible Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that Borrower’s use of any part of the Intellectual Property violates the rights of any third party.

Intellectual Property and License Agreements. A list of all of Borrower’s Intellectual Property of each Credit Party and all license agreements, sublicenses, or other rights of any Credit Loan Party to use Intellectual Property (including all in-bound license agreements, but excluding over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 8.1(d), ) is set forth on the Intangible Assets ScheduleSchedule 5.2(d), which indicates, for each item of property: (Ai) the name of the Credit Party Borrower owning such Intellectual Property or licensee to such license agreement; (Bii) the Credit PartyBorrower’s identifier for such property (i.e., name of patent, license, etc.), (Ciii) whether such property is Intellectual Property (or application therefor) owned by a Credit Party Borrower or is property to which a Credit Party Borrower has rights pursuant to a license agreement, and (Div) the expiration date of such Intellectual Property or license agreement, and (v) whether such property constitutes Material Intellectual Property. In the case of any Material Intangible Intellectual Property that is a license agreement, the Intangible Assets Schedule 5.2(d) further indicates, for each: (1A) the name and address of the licensor, (2B) the name and date of the agreement pursuant to which such item of Material Intangible Intellectual Property is licensed, (3C) whether or not such license agreement grants an exclusive license to a Credit PartyBorrower, (4D) whether there are any purported restrictions in such license agreement as to the ability of a Credit Party Borrower to grant a security interest in and/or to transfer any of its rights as a licensee under such license agreement, and (5E) whether a default under or termination of such license agreement could interfere with Agent’s right to sell or assign such license or any other Collateral. Except as noted on the Intangible Assets ScheduleSchedule 5.2(d), each Credit Party Borrower is the sole owner of its Intellectual Property, free and clear except for non-exclusive licenses granted to its customers in the Ordinary Course of any LiensBusiness as identified on Schedule 5.2(d). Each Patent To the best of Borrower’s knowledge, (x) each patent is valid and enforceable to the knowledge of the Borrower and (y) no claim has been made that any part of the Intellectual Property violates the rights of any third party, except to the extent such claim could not reasonably be expected to have a Material Intangible Adverse Change. No part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that Borrower’s use of any part of the Intellectual Property violates the rights of any third party.

Intellectual Property and License Agreements. A list of all of Registered Intellectual Property of each Credit Party and all license agreements, sublicenses, or other rights of any Credit Party to use Intellectual Property (including all in-bound license agreements, but excluding over-the-counter software that is commercially available to the public)Property, as of the Closing Date and, as updated pursuant to Section 8.1(d)Date, is set forth on the Intangible Assets Schedule, which indicates, for each item of property: (A) the name of the Credit Party owning such Intellectual Property or licensee to such license agreement; (B) the Credit Party’s identifier for such property (i.e., name of patent, license, etc.), (C) whether such property is Intellectual Property (or application therefor) owned by a Credit Party or is property to which a Credit Party has rights pursuant to a license agreement, and (D) the expiration date of such Intellectual Property or license agreementProperty, if applicable. In the case of any Registered Intellectual Property within the Material Intangible Intellectual Property that is a license agreementlicensed to Borrower, the Intangible Assets Schedule further indicates, as of the Closing Date for each: (1) the name and address of the licensor, (2) the name and date of the agreement pursuant to which such item of Material Intangible ​ ​ Intellectual Property is licensed, (3) whether or not such license agreement grants an exclusive license to a Credit Party, (4) whether there are any purported restrictions in such license agreement as to the ability of a Credit Party to grant a security interest in and/or to transfer any of its rights as a licensee under such license agreement, and (5) whether in the good faith judgment of Borrower a default under or termination of such license agreement could could, by the terms of such license agreement, interfere with Agent’s right to sell or assign such license or any other Collateral. Except as noted on the Intangible Assets Schedule, each Credit Party is the sole owner of its Material Intellectual Property, free and clear of any Liens other than Permitted Liens. Each Except as may be disclosed on the Disclosure Schedule, as of the Closing Date, each Patent is valid and enforceable Right listed on the Intangible Assets Schedule is, to the knowledge of the Borrower Borrower, valid and no part of the Material Intangible Property enforceable and has not been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that BorrowerXxxxxxxx’s use of any part of the Intellectual Property such Patent Right violates the rights of any third party.