Material Outbound Licenses. The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into or become or remain bound by any outbound license, including any collaboration or development agreement, of Material Intellectual Property of the Borrower or any of its Subsidiaries unless such outbound license (i) has been entered into by the Borrower or one of its Subsidiaries, as the case may be, in the ordinary course of business on an arm’s-length basis, on commercially reasonable terms with a non-Affiliated third party, (ii) does not prevent or impair the ability of any Secured Party from fully exercising its rights under any of the Loan Documents, including in the event of an Event of Default (including a disposition or liquidation in connection with a foreclosure) and (iii) is not an Exclusive License.
Material Outbound Licenses. The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into or become or remain bound by any outbound license, including any collaboration or development agreement, of Material Intellectual Property of the Borrower or any of its Subsidiaries unless such outbound license: (i) has been entered into by the Borrower or one of its Subsidiaries, as the case may be, on an arm’s-length basis with non-Affiliated third party, on commercially reasonable terms and in the ordinary course of business, (ii) to the extent such Material Intellectual Property constitutes Collateral, does not prevent or impair the ability of any Secured Party from fully exercising its remedial rights under any of the Loan Documents in the event of an Event of Default (including a disposition or liquidation in connection with a foreclosure), (iii) is not perpetual and (iv) is not an Exclusive License.
