New Patents. Borrower represents and warrants that, based on a diligent investigation by Borrower, the Patents listed on Schedule A constitute all of the federally registered Patents and Patent applications now owned by Borrower. If, before Borrower’s obligations under the Agreement and Notes shall have been satisfied in full or before the Agreement and Note have been terminated, Borrower shall (i) become aware of any existing Patents of which Borrower has not previously informed Lenders, (ii) obtain rights to any new patentable inventions or Patents, or (iii) become entitled to the benefit of any Patents, which benefit is not in existence on the date hereof, the provisions of this Security Agreement above shall automatically apply thereto and Borrower shall give to Agent prompt written notice thereof. Borrower hereby authorizes Agent to modify this Security Agreement by amending Schedule A to include any such Patents.
New Patents. Borrower represents and warrants that the Patents and Licenses listed on Schedules A and B, respectively, include all of the patents, patent applications and license agreements in connection with patents or patent applications now owned or held by Borrower. If prior to the termination of this Agreement, Borrower shall (i) obtain rights to any new patentable inventions or license agreements in connection with patents or patent applications or (ii) become entitled to the benefit of any patent, patent application or patent for any reissue, division, continuation, renewal, extension or continuation-in-part of any Patent or any improvement on any Patent, the provisions of Section 2 shall automatically apply thereto and Borrower shall give to Lender prompt written notice thereof. Borrower hereby authorizes Lender to modify this Agreement by (a) amending Schedules A or B, as the case may be, to include any future patents, patent applications and license agreements in connection with patents and patent applications that are Patents or Licenses under Section 2 or under this Section 4 and (b) filing, in addition to and not in substitution for, this Agreement, a duplicate original of this Agreement containing on Schedules A or B thereto, as the case may be, such future patents, patent applications and license agreements which are Patents or Licenses, as the case may be, under Section 2 or this Section 4.
New Patents. Grantor represents and warrants that, based on a diligent investigation by Grantor, the Patents listed on Schedule A constitute all of the federally registered Patents and Patent applications now owned by Grantor. If, before the Liabilities shall have been satisfied in full or before the Financing Agreements have been terminated, Grantor shall (i) become aware of any existing Patents of which Grantor has not previously informed Agent, (ii) obtain rights to any new patentable inventions or Patents, or (iii) become entitled to the benefit of any Patents, which benefit is not in existence on the date hereof, the provisions of this Security Agreement above shall automatically apply thereto and Grantor shall give to Agent prompt written notice thereof. Grantor hereby authorizes Agent to modify this Security Agreement by amending Schedule A to include any such Patents.
New Patents. Grantor represents and warrants that, based on a diligent investigation by Grantor, the Patents listed on Schedule A constitute all of the federally registered Patents and Patent applications now owned by Grantor. If, before the Liabilities shall have been satisfied in full, Grantor shall (i) become aware of any existing Patents of which Grantor has not previously informed Collateral Agent, (ii) obtain rights to any new patentable inventions or Patents, or (iii) become entitled to the benefit of any Patents, which benefit is not in existence on the date hereof, the provisions of this Security Agreement above shall automatically apply thereto and Grantor shall give to Collateral Agent prompt written notice thereof. Grantor hereby authorizes Collateral Agent to modify this Security Agreement by amending Schedule A to include any such Patents.
New Patents. Pledgor represents and warrants that, based on a diligent investigation by Pledgor, the Patents listed on Schedule A constitute Patents and Patent applications now owned by Pledgor. If, before the Liabilities shall have been satisfied in full or before the Loan Documents have been terminated, Pledgor shall (i) become aware of any existing Patents of which Pledgor has not previously informed Pledgee, (ii) obtain rights to any new patentable inventions or Patents, or (iii) become entitled to the benefit of any Patents, which benefit is not in existence on the date hereof. Pledgor shall give to Pledgee prompt written notice thereof. Pledgor hereby authorizes Pledgee to modify this Security Agreement by amending Schedule A to include any such Patents.
New Patents. Grantor represents and warrants that the Patents and Licenses listed on Schedules A, B and C, collectively, include all of the patents, patent applications now owned by Grantor, and all license agreements in force as of the date hereof with any other party in connection with any Patents or such other party’s patents or patent applications, whether Grantor is a licensor or licensee under any such license agreement. If, prior to the termination of this Agreement, Grantor shall (i) obtain rights to any new patentable inventions or license agreements or any patents or patent applications in connection therewith or (ii) become entitled to the benefit of any patent, patent application or any reissue, division, continuation, renewal, extension or continuation-in-part related to any Patent or any improvement on any Patent, the provisions of Section 2 shall automatically apply thereto, and Grantor shall give to Grantee prompt written notice thereof. Grantor hereby authorizes Grantee to modify this Agreement by (a) amending Schedules A, B or C, as the case may be, to include any future patents, patent applications and license agreements in connection with patents and patent applications that are Patents or Licenses under Section 2 or under this Section 4, and (b) filing, in addition to and not in substitution for, this Agreement, a short form of this Agreement containing on Schedules A, B or C thereto, as the case may be, such future patents, patent applications and license agreements which are Patents or Licenses, as the case may be, under Section 2 or this Section 4. Notwithstanding the foregoing, Grantor agrees that Grantee’s security interest shall extend to all of the collateral listed in Section 2 and this Section 4, regardless of whether Grantee actually amends Schedules A, B or C, respectively.
New Patents. The Grantor represents and warrants to the Administrative Agent that the Patents listed on Schedule 1 and the Patent Licenses listed on Schedule 2 constitute all of the Patents now owned by or licensed to such Grantor for which registrations have been issued or applied for in the United States Patent and Trademark Office. If, before the Obligations have been satisfied in full and the Credit Agreement terminated, the Grantor shall obtain rights to any new patents, patent applications or provisional Patent applications granted or filed in the United States or in any foreign country, the provisions of Section 1 above shall automatically apply thereto and the Grantor shall give to the Administrative Agent prompt written notice thereof. The Grantor hereby authorizes the Administrative Agent to modify this Agreement upon such written notice by amending Schedule 1 and Schedule 2 to include any future patents, patent applications, provisional Patent applications and license agreements which are Patents, as applicable, under Section 1 above or under this Section 4.
New Patents. For the purposes of this Exhibit 7, the term “Cover” means, with respect to a Patent Right, that, in the absence of a license granted or a right to operate under a Valid Patent Claim of such Patent Right, the research, manufacturing, development or commercialization of a given pharmaceutical product or the practice of technology related to such a product would infringe such Valid Patent Claim.
New Patents. As between the Parties, Lilly shall be solely responsible for and shall use Commercially Reasonable Efforts to prepare, file, prosecute, and maintain Patents for all Inventions in the Field (including, for clarity, any assigned by United Therapeutics to Lilly pursuant to Section 8.1(a)) (together, the “New Patents”), and all related interference and opposition proceedings; provided, however, that Lilly may at any time decline to undertake such preparation or filing, or to continue such prosecution or maintenance, of a given Patent relating to an Invention.
New Patents. Company represents and warrants that, based on a diligent investigation by Company, the Patents listed on Schedule A constitute all of the federally registered Patents and Patent applications now owned by Company. If, before Company's Liabilities shall have been satisfied in full or before the Financing Agreements have been terminated, Company shall (i) become aware of any existing Patents of which Company has not previously informed Agent, (ii) obtain rights to any new patentable inventions or Patents, or (iii) become entitled to the benefit of any Patents, which benefit is not in existence on the date hereof, the provisions of this Security Agreement above shall automatically apply thereto and Company shall give to Agent prompt written notice thereof. Company hereby authorizes Agent to modify this Security Agreement by amending Schedule A to include any such Patents.
