Common use of Patents, Trademarks and Copyrights Clause in Contracts

Patents, Trademarks and Copyrights. (a) No Loan Party has any interest in, or title to, any material patent or trademark except as set forth in Schedule 6.15 hereto. (b) Each Loan Party shall notify the Agent immediately if it knows or has reason to know that any application or registration relating to any material patent or trademark (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding such Loan Party's ownership of such patent or trademark, its right to register the same, or to keep and maintain the same. (c) Each Loan Party shall deliver to the Agent, together with each delivery of financial statements pursuant to Sections 7.2(a) and (c), a list of all patents, trademarks and copyrights for which an application for registration has been filed with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency during the period covered in such financial statements. (d) Each Loan Party shall take all commercially reasonable actions requested by the Agent to maintain and pursue each filed application, to obtain the relevant registration and to maintain the registration of each of the material patents, trademarks and copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (e) In the event that, in the reasonable opinion of the applicable Loan Party, any of the material patent, trademark or copyright is infringed upon, or misappropriated or diluted by a third party, the Authorized Representative shall notify the Agent promptly after any Loan Party learns thereof. Such Loan Party shall, unless it shall reasonably determine that such patent, trademark or copyright is in no way material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and to recovex xny and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Agent shall deem appropriate under the circumstances to protect such patent, trademark or copyright.

Patents, Trademarks and Copyrights. (a) No Loan Party has any interest in, or title to, any material patent or trademark except as set forth in Schedule 6.15 hereto. Concurrently with the delivery of the Borrower’s financial statements pursuant to Section 5.01(a) and (b) Each Loan Party of the Credit Agreement, the Debtor shall notify provide to the Collateral Agent immediately if it knows a report with respect the Debtor’s patents, trademarks and copyrights, which report shall include (i) a listing of any new applications that have been filed by or has reason on behalf of the Debtor for the registration of any patent, trademark or copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, (ii) a listing of any new registrations that have been issued to know that the Debtor for any patent, trademark or copyright by the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and (iii) a listing of (A) any application or registration relating to any United States patent, trademark or copyright which the Debtor has decided to abandon, (B) any material patent or trademark (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party's the Debtor’s ownership of such patent any United States patent, trademark or trademarkcopyright, its right to register the same, or to keep and maintain the same, and (C) any known infringement, misappropriation or dilution by a third party of any United States patent, trademark or copyright of the Debtor. (b) With respect to any new applications or registrations for any United States patent, trademark or copyright, upon request of the Collateral Agent, (i) the Debtor shall execute and deliver to the Collateral Agent an IP Security Agreement relating to the same, and (ii) cause such IP Security Agreement, together with an appropriately completed coversheet, to be recorded with the USPTO or the Copyright Office of the Library of Congress, as applicable. (c) Each Loan Party shall deliver to the Agent, together with each delivery of financial statements pursuant to Sections 7.2(a) and (c), a list of all patents, trademarks and copyrights for which an application for registration has been filed with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency during the period covered in such financial statements. (d) Each Loan Party The Debtor shall take all commercially reasonable actions requested by necessary or advisable, in the Agent exercise of its prudent business judgment, to maintain and pursue each filed application(or abandon) any application for any patent, trademark or copyright, to obtain the relevant registration and to maintain (or abandon) the registration of each of the material its patents, trademarks and copyrights (now or hereafter existing), including including, if applicable, the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (ed) In the event that, in the reasonable opinion of the applicable Loan Party, that any of the material patentDebtor’s patents, trademark trademarks or copyright copyrights is infringed upon, or misappropriated or diluted by a third party, the Authorized Representative shall notify the Agent promptly after any Loan Party learns thereof. Such Loan Party Debtor shall, unless it shall reasonably determine that such patent, trademark or copyright is in no way material to the conduct exercise of its prudent business or operationsjudgment, promptly sue for infringement, misappropriation or dilution and to recovex xny and all damages for such infringement, misappropriation or dilution, and shall take such other actions (or inactions) as the Agent Debtor shall deem appropriate under the circumstances to protect (or abandon) such patent, trademark or copyright.

Patents, Trademarks and Copyrights. (a) No Loan Party has any interest in, or title to, any material patent or trademark except as set forth in Schedule 6.15 hereto. (b) Each Loan Party shall notify 20.1 VGN confirms that it owns and controls the Agent immediately if it knows or has reason to know that any application or registration relating to any material patent or trademark (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding such Loan Party's ownership of such patent or trademark, its right to register the same, or to keep and maintain the same. (c) Each Loan Party shall deliver rights to the Agentpatents, together with each delivery trademarks and copyrights, including applications for such rights, pertaining to the Product that are the subject of financial statements pursuant this Agreement (attached hereto as Exhibits, and as may be amended from time to Sections 7.2(a) and (ctime). VGN shall, a list throughout the Term of this Agreement, maintain all patents, trademarks and copyrights for which an at its own expense. VGN shall notify SOI of any plans to make application for registration has been filed with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency during the period covered in such financial statements. (d) Each Loan Party shall take all commercially reasonable actions requested by the Agent to maintain and pursue each filed application, to obtain the relevant registration and to maintain the registration of each of the material new patents, trademarks and copyrights (now related specifically to the Product, the application for and granting thereof which shall be incorporated into this Agreement by Amendment. April 16th, 2007 22 20.2 VGN has not received written notification that legal proceedings have been commenced, or hereafter existing)are expected to be commenced, including in which there may be assertions of infringement by VGN, of the filing patents, trademarks or copyrights pertaining to the Product, of applications any third party; 20.3 VGN has not received any notification that legal proceedings have been commenced, or are about to be commenced, by any third party in which the validity of any of the patents, trademarks or copyrights pertaining to the Product owned by VGN, are challenged; 20.4 VGN confirms that it has not licensed any rights to any third party for renewalthe use of patents, affidavits trademarks or copyrights pertaining specifically to the Product in the Territory that are the subject of usethis Agreement, affidavits nor will it do so throughout the Term of noncontestability and opposition and interference and cancellation proceedingsthis Agreement. (e) 20.5 In the event, during the Term of this Agreement, either party becomes aware of any action by a third party alleging infringement, invalidity or inapplicability of VGN patents, trademarks or copyrights pertaining to the Product, the other Party shall be notified in writing. VGN shall have the right to defend its patents, trademarks and copyrights, at its own costs, and shall control such defense. 20.5.1 In the event thatthat VGN elects not to defend its patents, trademarks or copyrights in any Territory, then SOI shall have the right to conduct and control its own defense, as permitted by local laws and regulations. VGN shall cooperate with such defense, but shall not be responsible for any associated expenses. 20.5.2 Any award granted in the defense of patents, trademarks or copyrights shall be made to the party who pays for the defense. 20.5.3 In certain situations, the Parties may elect to jointly defend the patents, trademarks or copyrights and to share the expenses, as may be mutually agreed. In this event, any award will be shared by the Parties, in the reasonable opinion of the applicable Loan Party, any of the material patent, trademark or copyright is infringed upon, or misappropriated or diluted by a third party, the Authorized Representative shall notify the Agent promptly after any Loan Party learns thereof. Such Loan Party shall, unless it shall reasonably determine that such patent, trademark or copyright is in no way material proportion to the conduct percentage of its business or operationsexpenses paid, promptly sue for infringement, misappropriation or dilution and to recovex xny and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Agent shall deem appropriate under the circumstances to protect such patent, trademark or copyrightrespectively.

Patents, Trademarks and Copyrights. (a) No Loan Party has Concurrently with the delivery of each Compliance Certificate by the Borrower pursuant to Section 5.01(d) of the Credit Agreement, the Debtor shall provide to the Collateral Agents a report with respect the Debtor’s patents, trademarks and copyrights, which report shall include (i) a listing of any interest innew applications that have been filed by or on behalf of the Debtor for the registration of any patent, trademark or title tocopyright with the United States Patent and Trademark Office, the United States Copyright Office or any material patent similar office or agency, (ii) a listing of any new registrations that have been issued to the Debtor for any patent, trademark except as set forth in Schedule 6.15 hereto. or copyright by the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and (biii) Each Loan Party shall notify the Agent immediately if it knows or has reason to know that a listing of (A) any application or registration relating to any United States patent, trademark or copyright which the Debtor has decided to abandon, (B) any material patent or trademark (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party's the Debtor’s ownership of such patent any United States patent, trademark or trademarkcopyright, its right to register the same, or to keep and maintain the same, and (C) any known infringement, misappropriation or dilution by a third party of any United States patent, trademark or copyright of the Debtor. (b) With respect to any new applications or registrations for any United States patent, trademark or copyright, upon request of the Collateral Agents, (i) the Debtor shall execute and deliver to the Administrative Agent an IP Security Agreement relating to the same, and (ii) cause such IP Security Agreement, together with an appropriately completed coversheet, to be recorded with the USPTO or the Copyright Office of the Library of Congress, as applicable. (c) Each Loan Party shall deliver to the Agent, together with each delivery of financial statements pursuant to Sections 7.2(a) and (c), a list of all patents, trademarks and copyrights for which an application for registration has been filed with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency during the period covered in such financial statements. (d) Each Loan Party The Debtor shall take all commercially reasonable actions requested by necessary or advisable, in the Agent exercise of its prudent business judgment, to maintain and pursue each filed application(or abandon) any application for any patent, trademark or copyright, to obtain the relevant registration and to maintain (or abandon) the registration of each of the material its patents, trademarks and copyrights (now or hereafter existing), including including, if applicable, the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (ed) In the event that, in the reasonable opinion of the applicable Loan Party, that any of the material patentDebtor’s patents, trademark trademarks or copyright copyrights is infringed upon, or misappropriated or diluted by a third party, the Authorized Representative shall notify the Agent promptly after any Loan Party learns thereof. Such Loan Party Debtor shall, unless it shall reasonably determine that such patent, trademark or copyright is in no way material to the conduct exercise of its prudent business or operationsjudgment, promptly sue for infringement, misappropriation or dilution and to recovex xny and all damages for such infringement, misappropriation or dilution, and shall take such other actions (or inactions) as the Agent Debtor shall deem appropriate under the circumstances to protect (or abandon) such patent, trademark or copyright.

Patents, Trademarks and Copyrights. (ai) No Loan Party has any interest inDebtor shall use commercially reasonable means to cause fully executed security agreements in the form of this Agreement and containing a description of all Collateral consisting of Patents, or title toTrademarks, any material patent or trademark except as set forth in Schedule 6.15 hereto. (b) Each Loan Party shall notify the Agent immediately if it knows or has reason Copyrights, and IP Licenses to know that any application or registration relating to any material patent or trademark (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in be recorded by the United States Patent and Trademark Office or within three months after the execution of this Agreement with respect to United States Patents and Trademarks and by the United States Copyright Office within one month after the execution of this Agreement with respect to United States registered Copyrights, and otherwise as may be required pursuant to the laws of any court) regarding such Loan Party's ownership other necessary jurisdiction, to protect the validity of such patent or trademarkand to establish a legal, its right to register the samevalid, and perfected security interest in favor of Secured Party in respect of all Collateral consisting of Patents, Trademarks, Copyrights, and IP Licenses in which a security interest may be perfected by filing, recording, or registration in the United States and its territories and possessions, or in any other necessary jurisdiction, and no further or subsequent filing, refiling, recording, rerecording, registration, or reregistration is necessary (other than such actions as are necessary to keep perfect the security interest with respect to any Collateral consisting of Patents, Trademarks, Copyrights, and maintain IP Licenses (or registration or application for registration thereof) acquired or developed after the samedate hereof). (cii) Each Loan Party shall deliver Debtor (either itself or through licensees or sublicensees) will not do any act, or omit to do any act, whereby any Patent which is material to the Agentconduct of Debtor's business may become invalidated or dedicated to the public, together and shall continue to xxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable laws. (iii) Debtor (either itself or through licensees or sublicensees) will, for each delivery Trademark material to the conduct of financial statements pursuant Debtor's business, (A) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (B) maintain the quality of products and services offered under such Trademark, (C) display such Trademark with notice of United States federal or foreign registration to Sections 7.2(a) the extent necessary and sufficient to establish and preserve its maximum rights under applicable law, and (c)D) not use or permit the use of such Trademark in violation of any third party rights. (iv) Debtor (either itself or through licensees or sublicensees) will, for each work covered by a list Copyright material to the conduct of all patentsDebtor's business, trademarks continue to publish, reproduce, display, adopt, and copyrights for which distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable laws. (v) In no event shall Debtor, either itself or through any agent, employee, licensee, or designee, file an application for any Patent, Trademark, or Copyright (or for the registration has been filed of any Patent, Trademark or Copyright) with the United States Patent and Trademark Office, the United States Copyright Office Office, or any similar office or agency during the period covered governmental authority in such financial statements. (d) Each Loan Party shall take all commercially reasonable actions requested by the Agent to maintain and pursue each filed application, to obtain the relevant registration and to maintain the registration of each of the material patents, trademarks and copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (e) In the event that, in the reasonable opinion of the applicable Loan Party, any of the material patent, trademark or copyright is infringed upon, or misappropriated or diluted by a third party, the Authorized Representative shall notify the Agent promptly after any Loan Party learns thereof. Such Loan Party shalljurisdiction, unless it shall reasonably determine that such patentpromptly informs Secured Party, trademark or copyright is in no way material to the conduct and, upon request of its business or operationsSecured Party, promptly sue for infringement, misappropriation or dilution executes and to recovex xny delivers any and all damages for such infringementagreements, misappropriation or dilutioninstruments, documents, and shall take papers as Secured Party may reasonably request to evidence Secured Party's security interest in such other actions Patent, Trademark, or Copyright, and Debtor hereby appoints Secured Party as its attorney-in-fact to execute and file such writings for the Agent shall deem appropriate under the circumstances to protect such patent, trademark or copyrightforegoing purposes.

Patents, Trademarks and Copyrights. (ai) No Loan Party has Each Grantor (either itself or through licensees) will (i) continue to use each in a manner sufficient to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) employ such Trademark with the appropriate notice of registration, (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Secured Party, shall obtain a perfected security interest inin such xxxx pursuant to this Agreement, and (v) not (and not permit any licensee or title sublicensee thereof to, ) do any material patent act or trademark except as set forth in Schedule 6.15 heretoknowingly omit to do any act whereby any Trademark may become invalidated. (bii) No Grantor will do any act, or omit to do any act, whereby any material Patent may become abandoned or dedicated. (iii) Each Loan Party shall Grantor (either itself or through licensees) will, for each work covered by a material Copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve such Grantor’s material rights under all applicable copyright laws. (iv) Each Grantor will notify the Agent Secured Party immediately if it knows knows, or has reason to know know, that any material Patent, Trademark or Copyright or any application or registration relating to any material patent or trademark (now or hereafter existing) thereof may become abandoned abandoned, lost or dedicated, or of any adverse determination or development (including including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any courtcourt or tribunal or similar office in any country) regarding such Loan Party's Grantor’s ownership of such patent any Patent, Trademark or trademark, Copyright or its right to register the same, same or to keep and maintain the same. (cv) Each Loan Party Whenever any Grantor, either by itself or through any agent, employee, licensee or designee, shall deliver to the Agent, together with each delivery of financial statements pursuant to Sections 7.2(a) and (c), a list of all patents, trademarks and copyrights for which file an application for the registration has been filed of any Patent or Trademark with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency during the period covered in such financial statements. (d) Each Loan Party any other country or any political subdivision thereof, or shall take all commercially reasonable actions requested by the Agent to maintain and pursue each filed application, to obtain the relevant registration and to maintain the file an application for registration of each of the material patents, trademarks and copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (e) In the event that, in the reasonable opinion of the applicable Loan Party, any of the material patent, trademark or copyright is infringed upon, or misappropriated or diluted by a third party, the Authorized Representative shall notify the Agent promptly after any Loan Party learns thereof. Such Loan Party shall, unless it shall reasonably determine that such patent, trademark or copyright is in no way material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and to recovex xny and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Agent shall deem appropriate under the circumstances to protect such patent, trademark or copyright.Copyright with

Patents, Trademarks and Copyrights. Except to the extent ---------------------------------- permitted to do otherwise pursuant to the Loan Documents, (ai) No Loan Party has The Grantor (either itself or through licensees) will (A) continue to use each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademarks in full force free from any claim of abandonment for non- use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Beneficiary, shall obtain a perfected security interest inin such xxxx pursuant to this Security Agreement, and (E) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated; (ii) The Grantor will not do any act, or title toomit to do any act, whereby any material patent Patent may become abandoned or trademark except as set forth in Schedule 6.15 hereto.dedicated; (biii) Each Loan Party shall The Grantor (either itself or through licensees) will, for each work covered by a material Copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve the Grantor's material rights under all applicable copyright laws; (iv) The Grantor will notify the Agent Beneficiary immediately if it knows knows, or has reason to know know, that any material Patent, Trademark or Copyright or any application or registration relating to any material patent or trademark (now or hereafter existing) thereof may become abandoned abandoned, lost or dedicated, or of any adverse determination or development (including including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any courtcourt or tribunal or similar office in any country) regarding such Loan Partythe Grantor's ownership of such patent any material Patent, Trademark or trademark, Copyright or its right to register the same, same or to keep and maintain the same.; (cv) Each Loan Party The Grantor, either by itself or through any agent, employee, licensee or designee, shall deliver to the Agent, together with each delivery of financial statements pursuant to Sections 7.2(anot file (A) and (c), a list of all patents, trademarks and copyrights for which an any application for the registration has been filed of a Patent, Trademark or Copyright, or (B) any assignment of a patent, trademark or copyright which it may acquire from a third party, with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency during in any other country or any political subdivision thereof, as the period covered in case may be, unless the Grantor reports such financial statements.filing to the Beneficiary on or prior to the date of thereof; (dvi) Each Loan Party The Grantor shall from time to time execute and deliver any and all agreements, instruments, documents, and papers as the Beneficiary may request to evidence the Beneficiary's security interest in any Patent, Trademark or Copyright and the goodwill and general intangibles of the Grantor relating thereto or represented thereby, and, subject to the rights of the Lenders and the Agent, the Grantor hereby constitutes the Beneficiary its attorney-in-fact to execute and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Reimbursement Obligations are paid in full; (vii) The Grantor will take all commercially reasonable actions requested by and necessary steps, including, without limitation, in any proceeding before the Agent United States Patent and Trademark Office or the United States Copyright Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each filed application, application (and to obtain the relevant registration registration) and to maintain the each registration of each of the material patentsPatents, trademarks Trademarks and copyrights (now or hereafter existing)Copyrights, including the including, without limitation, timely filing of applications for renewal, affidavits of use, use and affidavits of noncontestability incontestability and opposition and interference and cancellation proceedings.payment of maintenance fees; (eviii) In the event thatthat any Patent, Trademark or Copyright included in the reasonable opinion of the applicable Loan PartyCollateral is infringed, any of the material patent, trademark or copyright is infringed upon, or misappropriated or diluted by a third party, the Authorized Representative Grantor shall promptly notify the Agent promptly Beneficiary after any Loan Party it learns thereof. Such Loan Party thereof and, at the Grantor's sole expense, shall, unless it the Grantor shall reasonably determine that such patentPatent, trademark Trademark or copyright Copyright is in no way material of negligible economic value to the conduct of its business or operationsGrantor, promptly sue xxx for infringement, misappropriation or dilution dilution, to seek injunctive relief where appropriate and to recovex xny recover any and all damages for such infringement, misappropriation or dilution, and shall or take such other actions as the Agent Grantor shall reasonably deem appropriate under the circumstances to protect such patentPatent, trademark Trademark or copyrightCopyright; and (ix) Upon and during the continuance of an Event of Default and at the reasonable request of the Beneficiary, the Grantor shall use its reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of the Grantor's rights, title and interest thereunder to the Beneficiary or its designee.

Patents, Trademarks and Copyrights. (a) No Loan Party has any interest in, or title to, any material patent or trademark except as set forth in Schedule 6.15 hereto. (b) Each Loan Party The Debtor shall notify the Collateral Agent immediately if it knows or has reason to know that any application or registration relating to any material patent patent, trademark or trademark copyright (now or hereafter existing) may become will be abandoned or dedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Partythe Debtor's ownership of such patent any patent, trademark or trademarkcopyright, its right to register the same, or to keep and maintain the same. (cb) Each Loan Party In no event shall deliver to the AgentDebtor, together with each delivery of financial statements pursuant to Sections 7.2(a) and (c)either directly or through any agent, a list of all patentsemployee, trademarks and copyrights for which licensee or designee, file an application for the registration has been filed of any patent, trademark or copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency during without giving the period covered in Collateral Agent prior written notice thereof, and, upon request of the Collateral Agent, the Debtor shall execute and deliver any and all such financial statementsagreements, assignments and security agreements as the Collateral Agent may reasonably request to evidence the Collateral Agent's Lien on such patent, trademark or copyright, and the General Intangibles of the Debtor relating thereto or represented thereby. (dc) Each Loan Party The Debtor shall take all commercially reasonable actions requested by necessary or advisable, in the Agent exercise of its prudent business judgment, to maintain and pursue each filed application, to obtain the relevant registration and to maintain the registration of each of the material patents, trademarks and copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (ed) In the event that, in the reasonable opinion of the applicable Loan Party, that any of the material patent, trademark or copyright Collateral is infringed upon, or misappropriated or diluted by a third party, the Authorized Representative Debtor shall notify the Collateral Agent promptly after any Loan Party the Debtor learns thereof. Such Loan Party The Debtor shall, unless it shall reasonably determine determines that such patent, trademark or copyright Collateral is in no way not material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and to recovex xny and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Agent Debtor shall deem appropriate under the circumstances to protect such patent, trademark or copyrightcopyright Collateral.

Patents, Trademarks and Copyrights. (a) No Loan Party has any interest in, or title to, any material patent or trademark except as set forth in Schedule 6.15 hereto[Reserved]. (b) No Grantor (either itself or through licensees or sublicensees) will do any act, or omit to do any act, whereby any material Patent may become invalidated or dedicated to the public, and shall continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under Applicable Laws. (c) Each Loan Party Grantor (either itself or through licensees or sublicensees) will, for each material registered Trademark, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use; (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of United States federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under Applicable Law, and (iv) not use or permit the use of such Trademark in violation of any third party rights. (d) Each Grantor (either itself or through licensees or sublicensees) will, for each work covered by a material Copyright, continue to publish, reproduce, display, adopt, and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under Applicable Laws. (e) Each Grantor shall notify the Administrative Agent immediately if it knows or has reason to know any Responsible Senior Officer obtains knowledge that any application material Patent, Trademark, or registration relating to any material patent or trademark (now or hereafter existing) Copyright may become abandoned abandoned, lost, or dedicateddedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office Office, United States Copyright Office, or any courtGovernmental Authority in any jurisdiction) regarding such Loan PartyGrantor's ownership of such patent any material Patent, Trademark, or trademarkCopyright, its right to register the same, or to keep and maintain the same. (cf) Each Loan Party In no event shall deliver to the Agentany Grantor, together with each delivery of financial statements pursuant to Sections 7.2(a) and (c)either itself or through any agent, a list of all patentsemployee, trademarks and copyrights for which licensee, or designee, file an application for any material Patent, Trademark, or Copyright (or for the registration has been filed of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office, or any Governmental Authority in any jurisdiction, unless it informs Administrative Agent within 15 Business Days of such filing, and, upon request of Administrative Agent, executes and delivers any and all agreements, instruments, documents, and papers as Administrative Agent may request to evidence Administrative Agent's and Secured Parties' security interest in such Patent, Trademark, or Copyright, and each Grantor hereby appoints Administrative Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes. (g) Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office Office, or any similar office or agency during the period covered Governmental Authority in such financial statements. (d) Each Loan Party shall take all commercially reasonable actions requested any other jurisdiction as may be required by the Agent Administrative Agent, to maintain and pursue each filed applicationapplication relating to the material Patents, Trademarks, and/or Copyrights (and to obtain the relevant registration grant or registration), and to maintain the each such issued Patent and each registration of each of the material patents, trademarks such Trademarks and copyrights (now or hereafter existing)Copyrights, including the filing timely filings of applications for renewal, affidavits of use, affidavits of noncontestability incontestability and opposition and interference payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference, and cancellation proceedingsproceedings against third parties. (eh) In the event thatIf any Grantor has reason to believe that any Collateral consisting of a material Patent, in the reasonable opinion of the applicable Loan Party, any of the material patent, trademark or copyright is infringed uponTrademark, or misappropriated Copyright has been or is about to be infringed, misappropriated, or diluted by a third party, the Authorized Representative each such Grantor promptly shall notify the Administrative Agent promptly after any Loan Party learns thereof. Such Loan Party and shall, if consistent with good business judgment, unless it such Grantor shall reasonably determine that such patentPatent, trademark Trademark or copyright Copyright is in no way material to the conduct of its business or operations, promptly sue xxx for infringement, misappropriation misappropriation, or dilution and to recovex xny recover any and all damages for such infringement, misappropriation misappropriation, or dilution, and shall take such other actions as the Agent shall deem are appropriate under the circumstances to protect such Collateral. (i) If an Event of Default exists, each Grantor shall use commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License, or Trademark License to effect the collateral assignment of all of each Grantor's right, title, and interest thereunder to Administrative Agent or its designee. (j) In no event shall any Grantor acquire or purchase any patent, trademark registered trademark, or registered copyright which any Grantor, in its reasonable discretion, determines is material to the business operations of such Grantor unless it informs Administrative Agent within 15 Business Days of such purchase or acquisition, and, upon request of Administrative Agent, executes and delivers any and all agreements, instruments, documents, and papers as Administrative Agent may reasonably request to evidence Administrative Agent's and Secured Parties’ security interest in such purchased or acquired patent, registered trademark, or registered copyright. Each Grantor hereby appoints Administrative Agent as its attorney-in-fact to execute and file any evidence of Administrative Agent’s security interest and Lien in any such patent, registered trademark, or registered copyright (or for the application for any patent or registration of any copyright) with the United States Patent and Trademark Office, United States Copyright Office, or any Governmental Authority in any other jurisdiction as may be reasonably required by Administrative Agent, in connection with such purchase or acquisition of any such patent, registered trademark, or registered copyright. (k) The parties acknowledge and agree that the Intellectual Property is the sole and exclusive property of each applicable Grantor, subject to the terms and conditions stated in this Agreement. Other than in connection with any security interest in the Intellectual Property that any Grantor has granted to Administrative Agent, or any rights and remedies of Secured Parties under Applicable Law, neither Administrative Agent nor any other Secured Party shall challenge any Grantor’s ownership of the Intellectual Property. Each Grantor expressly retains all rights, prior to the occurrence of an Event of Default, to license third parties to use the Intellectual Property for any purpose whatsoever not in violation of the Loan Documents and which are not exclusive as to prevent Administrative Agent from using any of the Intellectual Property in connection with the Grantors’ operations. (l) The license granted to Administrative Agent hereunder shall include the right of Administrative Agent to grant sublicenses to others to use the Intellectual Property if an Event of Default exists, and to enable such sublicensees to exercise any rights and remedies of Secured Parties with respect to the Collateral, as Administrative Agent reasonably deems necessary or appropriate in the exercise of the rights and remedies of Secured Parties. In any country where sublicenses are incapable of registration or where registration of a sublicense will not satisfactorily protect the rights of Grantor and Administrative Agent, Administrative Agent shall also have the right to designate other parties as direct licensees of Grantor to use the Intellectual Property if an Event of Default exists and to enable such direct licensees to exercise any rights and remedies of Secured Parties as such licensees reasonably deem necessary or appropriate and Grantor agrees to enter into direct written licenses with the parties as designated on the same terms as would be applicable to a sublicense, and any such direct license may, depending on the relevant local requirements, be either (a) in lieu of a sublicense or (b) supplemental to a sublicense. In either case, the parties hereto shall cooperate to determine what shall be necessary or appropriate in the circumstances. For each sublicense to a sublicensee and direct license to a licensee, Grantor appoints Administrative Agent its agent for the purpose of exercising quality control over the sublicensee. Grantor shall execute this Agreement in any form, content and language suitable for recordation, notice and/or registration in all available and appropriate agencies of foreign countries as Administrative Agent may require. (m) In connection with the assignment or other transfer (in whole or in part) of its obligations to any other Person, Administrative Agent may assign the license granted herein without Grantor’s consent and upon such assignment or transfer such other Person shall thereupon become vested with all rights and benefits in respect thereof granted to Administrative Agent under this Agreement (to the extent of such assignment or transfer). (n) The parties hereto shall take reasonable action to preserve the confidentiality of the Intellectual Property; provided, that Administrative Agent shall not have any liability to any Person for any disclosure of the Intellectual Property upon and after any realization upon Collateral. (o) Notwithstanding any other provisions of this Agreement, nothing herein obligates any Grantor to pursue registration or other protection of, and any Grantor may abandon, relinquish, withdraw or release, any Intellectual Property determined by such Grantor as not in any way material to the conduct of its business or operations.

Patents, Trademarks and Copyrights. (a) No Loan Party has Concurrently with the delivery of each Compliance Certificate by the Borrower pursuant to Section 5.01(d) of the Credit Agreement, the Debtor shall provide to the Collateral Agent a report with respect the Debtor’s patents, trademarks and copyrights, which report shall include (i) a listing of any interest innew applications that have been filed by or on behalf of the Debtor for the registration of any patent, trademark or title tocopyright with the United States Patent and Trademark Office, the United States Copyright Office or any material patent similar office or agency, (ii) a listing of any new registrations that have been issued to the Debtor for any patent, trademark except as set forth in Schedule 6.15 hereto. or copyright by the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and (biii) Each Loan Party shall notify the Agent immediately if it knows or has reason to know that a listing of (A) any application or registration relating to any United States patent, trademark or copyright which the Debtor has decided to abandon, (B) any material patent or trademark (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party's the Debtor’s ownership of such patent any United States patent, trademark or trademarkcopyright, its right to register the same, or to keep and maintain the same, and (C) any known infringement, misappropriation or dilution by a third party of any United States patent, trademark or copyright of the Debtor. (b) With respect to any new applications or registrations for any United States patent, trademark or copyright, upon request of the Collateral Agent, (i) the Debtor shall execute and deliver to the Collateral Agent an IP Security Agreement relating to the same, and (ii) cause such IP Security Agreement, together with an appropriately completed coversheet, to be recorded with the USPTO or the Copyright Office of the Library of Congress, as applicable. (c) Each Loan Party shall deliver to the Agent, together with each delivery of financial statements pursuant to Sections 7.2(a) and (c), a list of all patents, trademarks and copyrights for which an application for registration has been filed with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency during the period covered in such financial statements. (d) Each Loan Party The Debtor shall take all commercially reasonable actions requested by necessary or advisable, in the Agent exercise of its prudent business judgment, to maintain and pursue each filed application(or abandon) any application for any patent, trademark or copyright, to obtain the relevant registration and to maintain (or abandon) the registration of each of the material its patents, trademarks and copyrights (now or hereafter existing), including including, if applicable, the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (ed) In the event that, in the reasonable opinion of the applicable Loan Party, that any of the material patentDebtor’s patents, trademark trademarks or copyright copyrights is infringed upon, or misappropriated or diluted by a third party, the Authorized Representative shall notify the Agent promptly after any Loan Party learns thereof. Such Loan Party Debtor shall, unless it shall reasonably determine that such patent, trademark or copyright is in no way material to the conduct exercise of its prudent business or operationsjudgment, promptly sue for infringement, misappropriation or dilution and to recovex xny and all damages for such infringement, misappropriation or dilution, and shall take such other actions (or inactions) as the Agent Debtor shall deem appropriate under the circumstances to protect (or abandon) such patent, trademark or copyright.

Patents, Trademarks and Copyrights. (a) No Loan Party has any interest inThe Company and its Subsidiaries own all Proprietary Rights and Proprietary Technology, or title topossesses adequate licenses or other rights therefore, necessary for the operation of their business free and clear, except for restrictions on Proprietary Rights or Proprietary Technology imposed by contract with third party licensors, of all liens, security interests, charges, encumbrances, equities, and other adverse claims of and without payment to Seller or any material patent of its Subsidiaries (excluding the Company and its Subsidiaries) or trademark except as set a third party. Neither the Seller nor any of its Subsidiaries (excluding the Company and its Subsidiaries) nor any current or former partner, director, officer, or employee of the Company or any of its Subsidiaries or Seller or any of its Subsidiaries (excluding the Company and its Subsidiaries) will, after giving effect to the transactions contemplated herein, retain any rights in or to any of the Proprietary Rights and Proprietary Technology owned or licensed by the Company or any of its Subsidiaries; provided, however, that the Seller and its Subsidiaries may obtain or license or have obtained or licensed certain of such Proprietary Rights and Proprietary Technology from a third party without interfering with the rights of the Company and its Subsidiaries in such Proprietary Rights and Proprietary Technology. Set forth in Section 4.13(a) of the Disclosure Schedule 6.15 heretois a true and correct list (with specific descriptions thereof) of: (i) All registered trademarks, registered trade names, registered domain names, patents, registered copyrights, and any applications for any of the foregoing, that are currently solely or jointly owned by the Company or any of its Subsidiaries, and all licenses and assignments of the foregoing to which the Company or any of its Subsidiaries is a party (including expiration dates if applicable); and (ii) All material agreements regarding any Proprietary Rights and/or Proprietary Technology that the Company or any of its Subsidiaries is licensed or authorized to use by others, or which the Company or any of its Subsidiaries licenses or authorizes others to use. (b) Except as shown in Section 4.13(b) of the Disclosure Schedule, the Company and its Subsidiaries have the sole and exclusive right to use the Proprietary Rights and Proprietary Technology owned by the Company or its Subsidiaries without infringing or violating the rights of any third parties, and no consent of third parties will be required for the use thereof by the Buyer upon consummation of the transactions contemplated by this Agreement. Except as shown in Section 4.13(b) of the Disclosure Schedule, no consent of third parties will be required for the performance of any agreements regarding any Proprietary Rights and Proprietary Technology licensed by the Company and its Subsidiary. No claim has been asserted by any Person to the ownership of or right to use any Proprietary Right or Proprietary Technology owned by the Company or its Subsidiaries, or challenging or questioning the validity of any agreement regarding Proprietary Rights or Proprietary Technology to which the Company or its Subsidiaries is a party, and neither the Seller nor the Company knows of any valid Basis for any such claim. Each Loan Party shall notify such license, sublicense, agreement or instrument set forth on Section 4.13(a) of the Agent immediately if it knows Disclosure Schedule are in full force and effect and are valid and enforceable obligations of the Company and its Subsidiaries, and to the Knowledge of the Seller and the Company, the other parties thereto in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally, and no defenses, off-sets or counterclaims have been asserted, or, to the Knowledge of the Seller and the Company, may be made by any party thereto, nor has reason the Company or any of its Subsidiaries waived any rights thereunder. Except as set forth in Section 4.13(b) of the Disclosure Schedule, there are no taxes, maintenance fees or other actions with respect to know the Proprietary Rights that any application or registration relating to any material patent or trademark are due within ninety (now or hereafter existing90) may become days following the closing. Each of the Proprietary Rights is valid and subsisting, has not been canceled, abandoned or dedicatedotherwise terminated and, if applicable, has been duly issued or of filed, and none have been or currently are involved in any adverse determination interference, reissue, reexamination, opposition, cancellation or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding such Loan Party's ownership of such patent or trademark, its right to register the same, or to keep and maintain the samesimilar proceeding. (c) Each Loan Party shall deliver There is no claim that, or written notice as to whether, any product, service, activity or operation of the Company or any of its Subsidiaries violates or misappropriates or infringes upon, or has resulted in the violation, misappropriation or infringement of, any Proprietary Right of any other Person, and no proceedings have been instituted, are pending or, to the AgentKnowledge of the Seller or the Company, together with each delivery are threatened which challenge the rights of financial statements pursuant to Sections 7.2(a) and (c), a list of all patents, trademarks and copyrights for which an application for registration has been filed with the United States Patent and Trademark Office, the United States Copyright Office Company or any similar office or agency during the period covered in such financial statementsof its Subsidiaries with respect thereto. (d) Each Loan Party shall take all The Company and each of its Subsidiaries has used commercially reasonable actions requested business judgment to protect and preserve (or not to protect and preserve) the confidentiality of its material Proprietary Rights and Proprietary Technology to the extent not otherwise protected by patents or copyrights (including without limitation trade secrets and confidential business information). The Company and each of its Subsidiaries has protected and preserved the confidentiality of its material Proprietary Rights and Proprietary Technology to the extent not otherwise protected by patents or copyrights (including, without limitation, trade secrets and confidential business information), in each case except when such protection and preservation were determined to be unnecessary using commercially reasonable business judgment. All use, disclosure or appropriation of material Proprietary Rights and Proprietary Technology by the Agent Company and its Subsidiaries has been pursuant to maintain the terms of a written agreement between the Company and pursue each filed application, to obtain its Subsidiaries and the relevant registration and to maintain the registration of each of the material patents, trademarks and copyrights (now owning or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (e) In the event that, in the reasonable opinion of the applicable Loan Party, any of the material patent, trademark or copyright is infringed uponreceiving party, or misappropriated is otherwise lawful or diluted by a third not in violation of any applicable privacy policy or other contractual agreements with the owning or disclosing party, the Authorized Representative shall notify the Agent promptly after any Loan Party learns thereof. Such Loan Party shall, unless it shall reasonably determine that such patent, trademark or copyright is in no way material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and to recovex xny and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Agent shall deem appropriate under the circumstances to protect such patent, trademark or copyright.

Patents, Trademarks and Copyrights. (a) No Loan Party has The parties understand and agree that any interest inor all Products sold to GBI hereunder may bear markings or legends installed or placed thereon by or for PDL. GBI covenants and agrees that said markings, legends, or title totrade names shall not be removed, any material patent concealed, or trademark except as set forth in Schedule 6.15 heretocovered by GBI without the prior written consent of PDL. (b) Each Loan Party GBI shall notify have no rights to use the Agent immediately if it knows Patents, Trademarks or has reason to know that any application or registration relating to any material patent or trademark (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution ofCopyrights, or any such determination variations thereof, except as authorized in this Agreement or development inas may be approved in writing by PDL. In connection with any authorized use of the Patents, Trademarks or Copyrights, GBI shall clearly disclose and display PDL's rights therein. GBI shall identify the Products only by use of the Patents, Trademarks and Copyrights and will not use the Patents, Trademarks or Copyrights in connection with any proceeding in the United States Patent and Trademark Office other goods or any court) regarding such Loan Party's ownership of such patent or trademark, its right to register the same, or to keep and maintain the sameservices. (c) Each Loan Party In the event that PDL, or any agent of PDL, elects to make any filing or to obtain any governmental protection of the Patents, Trademarks or Copyrights in the Territory, the parties shall deliver fully cooperate in order to do so. All expenses related to the Agentregistration of the Patents, together Trademarks or Copyrights in the Territory for the protection of PDL shall be borne by PDL; provided, however, if any jurisdiction in the Territory requires that any filing be made or governmental approval be given in order for this Agreement to be effective therein with respect to the rights and obligations of the parties vis-à-vis each delivery of financial statements pursuant to Sections 7.2(a) and (c)other, a list of all patents, trademarks and copyrights for which an application for registration has been filed with then the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency during the period covered expenses incurred in such financial statementsfiling or obtaining such governmental approvals shall be borne equally between PDL and GBI. (d) Each Loan Party shall take all commercially reasonable actions requested by the Agent to maintain and pursue each filed application, to obtain the relevant registration GBI acknowledges PDL's proprietary rights in and to maintain the registration of each of Patents, Trademarks and Copyrights relating to the material patentsProducts. GBI shall not adopt, trademarks and copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (e) In the event thator register any words, in the reasonable opinion of the applicable Loan Partyphrases, or symbols that are identical or confusingly similar to any of the material patentTrademarks. Upon termination or cancellation of this Agreement, trademark or copyright is infringed uponGBI shall cease and desist from using the Patents, Trademarks and Copyrights in any manner. In addition, GBI hereby empowers PDL and agrees to assist PDL, if requested, to cancel, revoke, or misappropriated withdraw any governmental registration or diluted by a third partyauthorization permitting GBI to use the Patents, Trademarks and Copyrights in the Authorized Representative shall notify the Agent promptly after any Loan Party learns thereof. Such Loan Party shall, unless it shall reasonably determine that such patent, trademark or copyright is in no way material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and to recovex xny and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Agent shall deem appropriate under the circumstances to protect such patent, trademark or copyrightTerritory.

Patents, Trademarks and Copyrights. (a) No Loan Party has any interest inThe Company owns all patents, trademarks and copyrights, if any, necessary to conduct its business, or title topossesses adequate licenses or other rights, any material patent or trademark except as set if any, therefor, without conflict with the rights of others. Set forth in Schedule 6.15 hereto3.10 hereto is a true and correct description of the following ("Proprietary Rights"): (i) All trademarks, trade names, service marks and other trade designations, including common law rights, registrations and applications for registration, and all patents, copyrights and applications currently owned, in whole or in part, by the Company, and all licenses, royalties, assignments and other similar agreements relating to the foregoing to which the Company is a party (including expiration dates if applicable); and (ii) All agreements relating to technology, know-how or processes that the Company is licensed or authorized to use by others, or which it licenses or authorizes others to use. (b) The Company has the sole and exclusive right to use the Proprietary Rights without infringing or violating the rights of any third parties. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any such license or agreement, and neither the Company nor Shareholders know of any valid basis for any such claim. Each Loan Party shall notify of the Agent immediately if it knows or Proprietary Rights is valid and subsisting, has reason to know that any application or registration relating to any material patent or trademark (now or hereafter existing) may become not been canceled, abandoned or dedicatedotherwise terminated and, if applicable, has been duly issued or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding such Loan Party's ownership of such patent or trademark, its right to register the same, or to keep and maintain the samefiled. (c) Each Loan Party shall deliver The Company and Shareholders have no knowledge of any claim that, or inquiry as to whether, any product, activity or operation of the Company infringes upon or involves, or has resulted in the infringement of, any Proprietary Right of any other person, corporation or other entity; and no proceedings have been instituted, are pending or, to the Agentknowledge of Shareholders or the Company, together with each delivery of financial statements pursuant to Sections 7.2(a) and (c), a list of all patents, trademarks and copyrights for are threatened which an application for registration has been filed with challenge the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency during the period covered in such financial statements. (d) Each Loan Party shall take all commercially reasonable actions requested by the Agent to maintain and pursue each filed application, to obtain the relevant registration and to maintain the registration of each rights of the material patents, trademarks Company with respect thereto. The Company has not given and copyrights (now or hereafter existing), including the filing is not bound by any agreement of applications indemnification for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedingsany Proprietary Right. (e) In the event that, in the reasonable opinion of the applicable Loan Party, any of the material patent, trademark or copyright is infringed upon, or misappropriated or diluted by a third party, the Authorized Representative shall notify the Agent promptly after any Loan Party learns thereof. Such Loan Party shall, unless it shall reasonably determine that such patent, trademark or copyright is in no way material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and to recovex xny and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Agent shall deem appropriate under the circumstances to protect such patent, trademark or copyright.

Patents, Trademarks and Copyrights. (a) No Loan Party has any interest inEach Seller owns all patents, trademarks, service marks and copyrights, if any, necessary to conduct its business, or title topossesses adequate licenses or other rights, any material patent if any, therefor, without conflict with the rights of others. Subsequent to Closing, Seller will execute such documentation as Buyer shall reasonable request to effectuate the assignment and conveyance of Seller's Proprietary Rights (as herein defined) to Buyer. Set forth on Schedule 5.22 hereto is a true and correct description of the following ("Proprietary Rights"): 1. All trademarks, trade names, service marks and other trade designations, including common-law rights, registrations and applications therefor, and all patents, copyrights and applications currently owned, in whole or trademark except as set forth in Schedule 6.15 heretopart, by either Seller, and all licenses, royalties, assignments and other similar agreements relating to the foregoing to which either Seller is a party (including expiration dates if applicable); and 2. All agreements relating to technology, know-how or processes that either Seller is licensed or authorized to use by others, or which it licenses or authorizes others to use. (b) Each Loan Party shall notify Seller has the Agent immediately if it knows sole and exclusive right to use the Proprietary Rights identified in Schedule 5.22 without infringing or violating the rights of any third parties. No consent of third parties will be required for the use thereof by Buyer upon consummation of the transactions contemplated by this Agreement. No claim has reason been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any such license or agreement, and neither the Sellers nor the Shareholders know that of any application or registration relating to valid basis for any material patent or trademark (now or hereafter existing) may become such claim. Each of the Proprietary Rights is valid and subsisting, has not been canceled, abandoned or dedicatedotherwise terminated and, if applicable, has been duly issued or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding such Loan Party's ownership of such patent or trademark, its right to register the same, or to keep and maintain the samefiled. (c) Each Loan Party shall deliver Neither the Sellers nor the Shareholders have any knowledge of any claim that, or inquiry as to whether, any product, activity or operation of either Seller infringes upon or involves, or has resulted in the infringement of, any Proprietary Right of any other person, corporation or other entity; and no proceedings have been instituted, are pending or, to the Agent, together with each delivery of financial statements pursuant to Sections 7.2(a) and (c), a list of all patents, trademarks and copyrights for which an application for registration has been filed with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency during the period covered in such financial statements. (d) Each Loan Party shall take all commercially reasonable actions requested by the Agent to maintain and pursue each filed application, to obtain the relevant registration and to maintain the registration of each best of the material patentsknowledge of either Seller or either Shareholder, trademarks and copyrights (now are threatened that challenge the rights of either Seller with respect thereto. Neither Seller has given nor is either Seller bound by any agreement of indemnification for any Proprietary Right as to any property manufactured, used or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedingssold by either Seller. (e) In the event that, in the reasonable opinion of the applicable Loan Party, any of the material patent, trademark or copyright is infringed upon, or misappropriated or diluted by a third party, the Authorized Representative shall notify the Agent promptly after any Loan Party learns thereof. Such Loan Party shall, unless it shall reasonably determine that such patent, trademark or copyright is in no way material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and to recovex xny and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Agent shall deem appropriate under the circumstances to protect such patent, trademark or copyright.

Patents, Trademarks and Copyrights. (ai) No Loan Party has Each Grantor (either itself or through licensees) will (i) continue to use each material Trademark on each and every material trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) employ such Trademark with the appropriate notice of registration, (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders and the other Secured Parties, shall obtain a perfected security interest inin such xxxx pursuant to this Security Agreement, and (v) not (and not permit any licensee or title sublicensee thereof to, ) do any act or knowingly omit to do any act whereby any material patent or trademark except as set forth in Schedule 6.15 heretoTrademark may become invalidated. (bii) No Grantor will do any act, or omit to do any act, whereby any material Patent may become forfeited, abandoned or dedicated to the public. (iii) Each Loan Party shall Grantor (either itself or through licensees) will, for each work covered by a material Copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve such Grantor’s material rights under all applicable copyright laws. (iv) Each Grantor will notify the Administrative Agent and the Lenders immediately if it knows knows, or has reason to know know, that any material Patent, Trademark or Copyright or any application or registration relating to any material patent or trademark (now or hereafter existing) thereof may become abandoned abandoned, lost or dedicateddedicated to the public, or of any adverse determination or development (including including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any courtcourt or tribunal or similar office in any country) regarding such Loan Party's Grantor’s ownership of, right to use, interest in, or the validity of such patent any material Patent, Trademark or trademark, Copyright or its right to register the same, same or to keep and maintain the same. (cv) Each Loan Party Whenever any Grantor, either by itself or through any agent, employee, licensee or designee, shall deliver to the Agent, together with each delivery of financial statements pursuant to Sections 7.2(a) and (c), a list of all patents, trademarks and copyrights for which file an application for the registration has been filed of any Patent or Trademark with the United States Patent and Trademark OfficeOffice or any similar office or agency in any other country or any political subdivision thereof, or shall file an application for registration of any Copyright with the United States Copyright Office or any similar office or agency during in any other country or any political subdivision thereof, such Grantor shall report such filing to the period covered in Administrative Agent within seven Business Days after such financial statementsfiling occurs. (dvi) Each Loan Party Grantor shall from time to time execute and deliver any and all agreements, instruments, documents, and papers as the Administrative Agent may request (including, without limitation, one or more Notice of Security Interest in Patents attached hereto as Annex A, one or more Memorandum of Security Agreement - Trademarks attached hereto as Annex B and one or more Memorandum of Security Agreement - Copyrights attached hereto as Annex C, in each case with appropriate completions and schedules) to evidence the Administrative Agent’s security interest for the ratable benefit of the Lenders and the other Secured Parties in any Patent, Trademark or Copyright and the goodwill and general intangibles of the Grantors relating thereto or represented thereby, and each Grantor hereby constitutes the Administrative Agent its attorney-in-fact to execute and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, such power being coupled with an interest is irrevocable until the Obligations are paid in full and the Commitments are terminated. (vii) Each Grantor will take all commercially reasonable actions requested by and necessary steps, including, without limitation, in any proceeding before the Agent United States Patent and Trademark Office or the United States Copyright Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each filed application, application (and to obtain the relevant registration registration) and to maintain the each registration of each of the material patentsPatents, trademarks Trademarks and copyrights (now or hereafter existing)Copyrights, including the including, without limitation, timely filing of applications for renewal, affidavits of use, use and affidavits of noncontestability incontestability and opposition and interference and cancellation proceedingspayment of maintenance fees. (eviii) In the event thatthat any material Patent, Trademark or Copyright included in the reasonable opinion of the applicable Loan PartyCollateral is infringed, any of the material patent, trademark or copyright is infringed upon, or misappropriated or diluted by a third party, the Authorized Representative each Grantor shall promptly notify the Administrative Agent promptly and the Lenders after any Loan Party it learns thereof. Such Loan Party thereof and, at the Grantors’ sole expense, shall, unless it the Grantors shall reasonably determine that such patentPatent, trademark Trademark or copyright Copyright is in no way material of negligible economic value to the conduct of its business or operationsGrantors, promptly sue xxx for infringement, misappropriation or dilution dilution, to seek injunctive relief where appropriate and to recovex xny recover any and all damages for such infringement, misappropriation or dilution, and shall or take such other actions as the Agent Grantors shall reasonably deem appropriate under the circumstances to protect such patentPatent, trademark Trademark or copyrightCopyright. (ix) Upon and during the continuance of an Event of Default and at the reasonable request of the Administrative Agent, each Grantor shall use its reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor’s rights, title and interest thereunder to the Administrative Agent or its designee.