Common use of Protection of Intellectual Property Rights Clause in Contracts

Protection of Intellectual Property Rights. (a) Protect, defend and maintain the validity and enforceability of its Intellectual Property material to its business; (b) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower shall: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property material to its businessintellectual property; (b) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Propertyintellectual property; and (c) not allow any Intellectual Property intellectual property material to Borrower’s 's business to be abandoned, forfeited or dedicated to the public without Bank’s 's written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if If Borrower (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall immediately provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in such property. If Borrower decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) days prior written notice of Borrower’s 's intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents patents or for the registration of Trademarkstrademarks, Copyrights servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required necessary for Bank to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its business; (b) promptly advise Bank Collateral Agent in writing of a challenge to the validity, or material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s its business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower or any Guarantor (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Guarantor shall substantially contemporaneously provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any Guarantor decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Guarantor shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen ten (1510) days prior written notice of Borrower’s or such Guarantor’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Guarantor shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. (a) (i) Protect, defend and maintain the validity and enforceability of its any Intellectual Property material to its Borrower’s business; (bii) promptly advise Bank Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its “CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.” Intellectual PropertyProperty material to Borrower’s business; and (ciii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankAgent’s written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower . (ib) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank Agent within thirty ten (3010) days of entering or becoming bound by any Restricted License (other than over the over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank Agent to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with BankAgent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower shall own, or be licensed to use or otherwise have the right to use, all Material Intellectual Property. All Material Intellectual Property of Borrower is and shall be fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change. Borrower shall not become a party to, nor become bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or other property. Borrower shall at all times conduct its business without infringement or claim of infringement of any Intellectual Property rights of others. Borrower shall, to the extent it determines, in the exercise of its reasonable business judgment, that it is prudent to do the following: (a) Protectprotect, defend and maintain the validity and enforceability of its Material Intellectual Property material to its businessProperty; (b) promptly advise Bank Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Material Intellectual Property; and (c) not allow any Material Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankAgent’s prior written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if If Borrower (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall promptly provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Agent shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of Lenders, in such property. If Borrower decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower shall: shall (x) provide Bank Agent with at least fifteen (15) days prior prompt written notice of Borrower’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits Exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Agent may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank Agent copies of all applications that it files for Patents patents or for the registration of Trademarkstrademarks, Copyrights servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required necessary for Bank Agent, for the ratable benefit of the Lenders, to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly promptly, upon becoming aware, advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall substantially contemporaneously provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Collateral Agent (subject to except for Permitted Liens that are permitted pursuant to by the terms of this Agreement to have superior priority to Bankover Collateral Agent’s Lien under this Agreement and subject to Lien), for the BioPharma Intercreditor Agreement) in favor ratable benefit of Bank the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Collateral Agent (subject to except for Permitted Liens that are permitted pursuant to by the terms of this Agreement to have superior priority to Bankover Collateral Agent’s Lien under this Agreement and subject to Lien), for the BioPharma Intercreditor Agreement) in favor ratable benefit of Bank the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest in such property (subject to except for Permitted Liens that are permitted pursuant to by the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the publicCollateral Agent’s). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. (a) ProtectEach Loan Party shall (i) protect, defend and maintain the validity and enforceability of its material Intellectual Property material to its businessProperty; (bii) promptly advise Bank Lender in writing of material infringements or any other event that could would reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (ciii) not allow any owned Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankLender’s written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower . (b) If any Loan Party (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall provide prompt written notice thereof to Bank at Lender and the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 and Loan Parties shall execute such intellectual property security agreements and other documents and take such other actions as Bank Lender may request in its good faith business judgment commercially reasonable discretion to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Lender in such property, and the Loan Party shall record such intellectual property security agreement with the United States Patent and Trademark Office promptly upon Lender’s request therefor. If Borrower decides any Loan Party intends to register any Copyrights or mask works in the United States Copyright Office, Borrower the Loan Parties shall: (x) provide Bank Lender with at least fifteen (15) days prior prompt written notice of Borrowersuch Loan Party’s intent to register registration of such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) if requested by Lender, execute an intellectual property security agreement and such other documents and take such other actions as Bank Lender may request in its good faith business judgment reasonable discretion to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Lender in the such Copyrights or mask works intended to be registered with the United States Copyright Officeworks; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Officepromptly upon Lender’s request therefor. Borrower Each Loan Party shall promptly provide to Bank Lender copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank Lender to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. . (c) Provide written notice to Bank Lender within thirty ten (3010) days of entering or becoming bound by any material Patent License, Trademark License or Copyright License with respect to which any Loan Party is the licensee (a) that prohibits or otherwise restricts any Loan Party from granting a security interest in, or a fixed or floating charge over, such Loan Party’s interest in such Patent License, Trademark License or Copyright License, or (b) for which a default under or termination of would reasonably be expected to interfere with Lender’s right to sell any Collateral (each such agreement a “Restricted License License”) (other than over the counter off-the-shelf or click-wrap software that is commercially available to the public). Borrower Each Loan Party shall take such steps as Bank Lender reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank Lender to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with BankLender’s rights and remedies under this Agreement and the other Loan Documents; provided that, with respect to Patent Licenses, Trademark Licenses or Copyright Licenses pursuant to collaborations or other strategic transactions with third parties in the ordinary course of business, Lender shall agree to customary non-disturbance terms.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its RPI Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its RPI Intellectual Property; and (c) not allow any RPI Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwiseotherwise in connection with the Product Collateral, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark in connection with the Product Collateral, then Borrower shall or such Subsidiary shall, on a quarterly basis (and more frequently upon the occurrence of an Event of Default), provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment on and after the Marketing Approval Date to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright OfficeOffice in connection with the Product Collateral, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request on and after the Marketing Approval Date in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing on and after the Copyright or mask work application(s) Marketing Approval Date with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over property on and after the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan DocumentsMarketing Approval.”

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its business; (b) promptly advise Bank Collateral Agent in writing of a challenge to the validity, or material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s its business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall substantially contemporaneously provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and Borrower shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such propertyproperty of Borrower. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent with at least fifteen ten (1510) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) Borrower shall execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright OfficeOffice by Borrower; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (in such property, subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan DocumentsLiens.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its RPI Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its RPI Intellectual Property; and (c) not allow any RPI Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwiseotherwise in connection with the Product Collateral, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark in connection with the Product Collateral, then Borrower shall or such Subsidiary shall, on a quarterly basis (and more frequently upon the occurrence of an Event of Default), provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment on and after the Marketing Approval Date to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright OfficeOffice in connection with the Product Collateral, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request on and after the Marketing Approval Date in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing on and after the Copyright or mask work application(s) Marketing Approval Date with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty property on and after the Marketing Approval.” 2.3 Section 14 (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the publicDefinitions). Borrower shall take such steps as Bank reasonably requests to obtain Effective from and after the consent ofFirst Amendment Effective Date, the following terms and their definitions set forth in Section 14.1 of the Loan Agreement hereby are added or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest amended in it that might otherwise be restricted or prohibited by law or by their entirety and/or replaced with the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.following:

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall concurrently with the delivery of the Compliance Certificate subsequently delivered pursuant to Section 6.2(b), provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days Litigation Cooperation. Commencing on the Effective Date and continuing through the termination of entering or becoming bound by any Restricted License (other than over the counter software that is commercially this Agreement, make available to Collateral Agent and the public). Lenders, without expense to Collateral Agent or the Lenders, Borrower shall take such steps as Bank and each of Borrower’s officers, employees and agents and Borrower’s Books, to the extent that Collateral Agent or any Lender may reasonably requests deem them necessary to obtain the consent of, prosecute or waiver by, defend any person whose consent third‑party suit or waiver is necessary for (i) proceeding instituted by or against Collateral Agent or any Restricted License Lender with respect to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral or relating to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan DocumentsBorrower.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual PropertyProperty material to its business; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall substantially contemporaneously provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty .” 2.4 Section 13.1 (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the publicDefinitions). Borrower shall take such steps The following terms and their respective definitions hereby are added or amended and restated in their entirety, as Bank reasonably requests applicable, to obtain Section 13.1 of the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest Loan Agreement in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.their proper alphabetical order as follows:

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall substantially contemporaneously provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Collateral Agent, for the ratable benefit of the Lenders, in such property (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in such propertyLiens). If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright OfficeOffice (subject to Permitted Liens); and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest in such property (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the publicLiens). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. (a) ProtectTake all actions reasonably necessary to (i) maintain, and file and pursue each application to obtain, the registration of each of its material Patents, Trademarks, Domain Names and, to the extent consistent with past practices, Copyrights, including by filing applications for renewal, affidavits of use, affidavits of noncontestability and, if reasonably necessary (taking into account the projected cost of such proceedings versus the expected benefit thereof), by initiating opposition and interference and cancellation proceedings against third parties, (ii) maintain and protect the secrecy or confidentiality of its material Trade Secrets and (iii) otherwise protect, defend and maintain preserve Issuer’s rights in, and the validity and or enforceability of of, its material Intellectual Property material to its business; Property. (b) promptly Promptly advise Bank the Administrative Agent in writing of material infringements any infringement, misappropriation or other violation of Issuer’s Intellectual Property or any other event in each case of which it becomes aware (including the institution of, or any determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office, court or other similar governmental body) that could reasonably be expected to materially and adversely affect the value of, or the Administrative Agent’s ability to dispose of its rights and remedies related to, Issuer’s Intellectual Property; , and take such actions that, in Issuer’s commercially reasonable business judgment, are reasonable and appropriate under the circumstances to protect such Intellectual Property (including collecting damages for such infringement, misappropriation or other violation). (c) not Not allow any Intellectual Property material to BorrowerIssuer’s business to lapse or be abandoned, forfeited or dedicated to the public without Bankthe Required Noteholder’s prior written consent, unless in each case Borrower determines in its reasonable business judgment not . (d) Provide written notice to take such actions in order the Administrative Agent within thirty (30) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to protect its own business interests. the public). (e) To the extent not already disclosed in writing to Bankthe Perfection Certificate or the IP Agreement, if Borrower the Issuer (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, registered Domain Name or any pending application for any of the foregoing, whether as owner, owner or an exclusive licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, Copyright or mask work, then Borrower the Issuer shall immediately provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Administrative Agent and shall execute such intellectual property security agreements (or a supplement to the IP Agreement in form and substance satisfactory to the Required Noteholders) and other documents and take such other actions as Bank the Required Noteholders may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank the Administrative Agent in such property. If Borrower the Issuer decides to register any Copyrights Patent or Trademark with the United States Patent and Trademark Office or Copyright or mask works in work with the United States Copyright Office, Borrower the Issuer shall: (x) provide Bank the Administrative Agent with at least fifteen (15) days days’ prior written notice of Borrowerthe Issuer’s intent to register such Copyrights or mask works Intellectual Property, together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto)such office; (y) execute an intellectual property security agreement (or a supplement to the IP Agreement in form and substance satisfactory to the Required Noteholders) and such other documents and take such other actions as Bank the Required Noteholders may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank the Administrative Agent in the Copyrights or mask works such Intellectual Property intended to be registered with the United States Copyright Officeapplicable office; and (z) record such intellectual property security agreement with (or such supplement to the United States Copyright Office contemporaneously with filing the Copyright or mask work application(sIP Agreement) with the United States Copyright Officeapplicable office contemporaneously with the filing of the Intellectual Property with the applicable office. Borrower The Issuer shall promptly provide to Bank the Administrative Agent copies of all applications that it files for Patents or for the registration of Trademarks, Trademarks or Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank to perfect and maintain a the perfection or maintenance of perfection of the Administrative Agent’s first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent. Within forty-five (45) days after the last day of each fiscal quarter, unless in each case Borrower determines in its reasonable business judgment not shall notify Collateral Agent, to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bankapplicable for such fiscal quarter, if Borrower it (i) obtains obtained any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or filed any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies applied for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall provide and, in each case, after written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 and Collateral Agent, Borrower or such Subsidiary shall execute such any intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with Collateral Agent and each Lender evidence of the recording of the any intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its business; (b) promptly advise Bank Collateral Agent in writing of a challenge to the validity, or material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s its business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect be unreasonably withheld. If Borrower or any of its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall substantially contemporaneously provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen ten (1510) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall provide written notice thereof to Bank at the time of Collateral Agent and each Lender concurrently with delivery of the Compliance Certificate delivered compliance certificates required pursuant to Section 6.2 6.2(b) hereof, and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender, concurrently with at least fifteen (15delivery of the compliance certificates required pursuant to Section 6.2(b) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with hereof, a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. (a) Protect(i) Use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property Property, which is material to its the Credit Parties’ business, taken as a whole; (bii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its material Intellectual Property, which is material to the Credit Parties’ business, taken as a whole; and (ciii) not allow any Intellectual Property material to Borrower’s business the Credit Parties’ business, taken as a whole, to be abandoned, forfeited or dedicated to the public without Bank’s written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. . (b) To the extent not already disclosed in writing to Bank, if Borrower after the Effective Date any Credit Party (i) obtains any US registered Patent, US registered Trademark, US registered Copyright, US registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any US Patent or the US registration of any Trademark, then Borrower shall provide prompt written notice thereof to Bank at on each Quarterly Reporting Date (commencing with the time of delivery of calendar quarter ending December 31, 2014) in the Compliance Certificate Certificates delivered pursuant to Section 6.2 6.2(d) (if required to be delivered) hereof to Bank (and if no Compliance Certificate is required to be delivered, in a separate report delivered to Bank on the applicable Quarterly Reporting Date), and on a quarterly basis (commencing with the calendar quarter ending December 31, 2014) shall execute such intellectual property security agreements and other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in such property. If Borrower any Credit Party decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) days prior written notice of Borrowersuch Credit Party’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank in accordance with the requirements of this Section 6.8(b) copies of all applications that it any Credit Party files for US Patents or for the US registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. . (c) Provide written notice to Bank within thirty ten (3010) days of entering or becoming bound by any Restricted License (other than over the over-the-counter software that is commercially available to the public). Borrower shall take such reasonable steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall use commercially reasonable efforts to: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consentconsent except that Borrower and its Subsidiaries may abandon or forfeit registrations with respect to such Intellectual Property in jurisdictions outside the United States where, unless in each case Borrower determines in its reasonable the good faith business judgment not to take of Borrower’s board of directors, the value of the registrations of such actions Intellectual Property is outweighed by the cost of maintaining such registrations in order to protect such jurisdiction. If Borrower or any of its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any PatentUS patent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall substantially promptly provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its business; (b) promptly advise Bank Collateral Agent in writing of a written challenge to the validity, or a material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual PropertyProperty material to its business; and (c) not allow any Intellectual Property material to Borrower’s its business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall no later than the end of the fiscal quarter during which registration for such Intellectual Property is obtained or applied for, provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such propertyproperty to the extent that such property constitutes Collateral; provided, however, before filing such security interests in any jurisdiction outside the United States, the Collateral Agent shall use its reasonable discretion to determine the commercial reasonableness of making such filings. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall, to the extent constituting collateral: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior prompt written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower shall own, or be licensed to use or otherwise have the right to use, all Material Intellectual Property. All Intellectual Property of Borrower is and shall be fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change. From and after the Closing Date, Borrower shall not become a party to, nor become bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or other property. Borrower shall at all times conduct its business without infringement or claim of infringement of any Intellectual Property rights of others. Borrower shall do the following, to the extent it determines, in the exercise of its reasonable business judgment, that it is prudent to do so: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property material to its businessProperty; (b) promptly advise Bank Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (c) not allow any Material Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankAgent’s prior written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if If Borrower (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall concurrently provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Agent shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of Lenders, in such property. If Borrower decides to register any Copyrights copyrights or mask works in the Canadian Intellectual Property Office, the United States Copyright Office, or similar office, Borrower shall: (x) provide Bank Agent with at least fifteen (15) days prior written notice of Borrower’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office such office (excluding exhibits Exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Agent may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Officesuch office; and (z) record such intellectual property security agreement with the United States Copyright Office such office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Officesuch office. Borrower shall promptly provide to Bank Agent copies of all applications that it files for Patents patents or for the registration of Trademarkstrademarks, Copyrights servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required necessary for Bank Agent, for the ratable benefit of the Lenders, to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, in any part of the world, then Borrower or such Subsidiary shall promptly provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, and each Lender, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, and each Lender, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business, except to the extent that such registered Patents, Trademarks or Copyrights are abandoned after prior written notice to Collateral Agent because they are not useful in Borrower’s or any of its businessSubsidiaries’ business and the cost of maintaining their registration outweighs any potential foreseeable benefits; (b) promptly advise Bank Collateral Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property registered Patents material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case Borrower determines in its reasonable business judgment not except to take such actions in order to protect its own business interests. To the extent that such Patents (whether registered or in application stage) are abandoned because they are not already disclosed useful in writing to Bank, if Borrower’s or any of its Subsidiaries’ business and the cost of maintaining their registration outweighs any potential foreseeable benefits. If Borrower or any of its Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall provide written notice thereof to Bank at the time of delivery of the Collateral Agent along with each Compliance Certificate delivered pursuant to Section 6.2 at the end of a fiscal quarter and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available This Section 6.7 shall not apply to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, extent that it would require any person whose consent or waiver is necessary for (i) any Restricted License security to be deemed “Collateral” and for Bank granted with respect to have a any assets of the Borrower or any of its Subsidiaries where the grant of such security interest in it that might otherwise be restricted or with respect to such assets is prohibited by law or by under the terms of any such Restricted License, whether now existing or entered into the Excluded Agreements (as defined in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan DocumentsEnglish Security Agreement).

Protection of Intellectual Property Rights. Borrower shall own, or be licensed to use or otherwise have the right to use, all Material Intellectual Property. All Intellectual Property of Borrower is and shall be fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change. Borrower shall not become a party to, nor become bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or other property. Borrower shall at all times conduct its business without infringement or claim of infringement of any Material Intellectual Property rights of others. Borrower shall, to the extent it determines, in the exercise of its reasonable business judgment, that it is prudent to do the following: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property material to its businessProperty; (b) promptly advise Bank Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (c) not allow any Material Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankAgent’s prior written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if If Borrower (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall concurrently provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Agent shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of Lenders, in such property. If Borrower decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank Agent with at least fifteen (15) days prior or concurrent written notice of Borrower’s intent to register or registration of such Copyrights copyrights or mask works together with a copy of the application it intends to file or is filing with the United States Copyright Office (excluding exhibits Exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Agent may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank Agent copies of all applications that it files for Patents patents or for the registration of Trademarkstrademarks, Copyrights servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required necessary for Bank Agent, for the ratable benefit of the Lenders, to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its Borrower’s business; (b) promptly advise Bank Collateral Agent in writing upon becoming aware of any material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual PropertyProperty or any material change in the composition of the Intellectual Property that is not otherwise permitted to be reported on a quarterly basis in the next Compliance Certificate required to be delivered pursuant to Section 6.2(b) hereof; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall provide written notice thereof to Bank at notify the time of delivery of Collateral Agent and the Lenders in the next Compliance Certificate required to be delivered pursuant to Section 6.2 6.2(b) hereof, and shall promptly execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property, other than with respect to Foreign Intellectual Property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank with at least fifteen (15notify Collateral Agent and each Lender in the next Compliance Certificate required to be delivered pursuant to Section 6.2(b) days prior written notice hereof of Borrower’s intent or such Subsidiary’s application to register such Copyrights copyrights or mask works together with a copy of the application it intends to file has filed with the United States Copyright Office (excluding exhibits thereto); (y) promptly execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) promptly record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. To the extent Collateral Agent required Borrower or such Subsidiary to file any intellectual property security agreement, Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available Notwithstanding anything herein to the public). contrary, Borrower or any of its Subsidiaries shall not be required to take such steps as Bank reasonably requests any action to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a perfect Collateral Agent’s security interest in it that might otherwise be restricted or prohibited by law or by Foreign Intellectual Property outside of the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan DocumentsUnited States.

Protection of Intellectual Property Rights. (a) (i) Protect, defend and maintain the validity and enforceability of its material Intellectual Property material to its businessProperty; (bii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (ciii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent, unless in each case . (b) Provide written notice to Bank within the later of delivery of Borrower’s next Compliance Certificate or ten (10) days of entering or becoming bound by any Restricted License (other than over- the-counter software that is commercially available to the public). Borrower determines in its reasonable business judgment not to shall take such actions commercially reasonable steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in order it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to protect its own business interests. have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents. (c) To the extent not already disclosed in writing to Bank, if Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall immediately provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. (a) ProtectEach Loan Party shall (i) protect, defend and maintain the validity and enforceability of its material Intellectual Property material to its businessProperty; (bii) promptly advise Bank Lender in writing of material infringements or any other event that could would reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (ciii) not allow any owned Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankLxxxxx’s written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower . (b) If any Loan Party (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall provide prompt written notice thereof to Bank at Lender and the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 and Loan Parties shall execute such intellectual property security agreements and other documents and take such other actions as Bank Lender may request in its good faith business judgment commercially reasonable discretion to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Lender in such property, and the Loan Party shall record such intellectual property security agreement with the United States Patent and Trademark Office promptly upon Lxxxxx’s request therefor. If Borrower decides any Loan Party intends to register any Copyrights or mask works in the United States Copyright Office, Borrower the Loan Parties shall: (x) provide Bank Lender with at least fifteen (15) days prior prompt written notice of Borrowersuch Loan Party’s intent to register registration of such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) if requested by Lxxxxx, execute an intellectual property security agreement and such other documents and take such other actions as Bank Lender may request in its good faith business judgment reasonable discretion to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Lxxxxx in the such Copyrights or mask works intended to be registered with the United States Copyright Officeworks; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Officepromptly upon Lxxxxx’s request therefor. Borrower Each Loan Party shall promptly provide to Bank Lender copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank Lender to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. . (c) Provide written notice to Bank Lender within thirty ten (3010) days of entering or becoming bound by any material Patent License, Trademark License or Copyright License with respect to which any Loan Party is the licensee (a) that prohibits or otherwise restricts any Loan Party from granting a security interest in, or a fixed or floating charge over, such Loan Party’s interest in such Patent License, Trademark License or Copyright License, or (b) for which a default under or termination of would reasonably be expected to interfere with Lxxxxx’s right to sell any Collateral (each such agreement a “Restricted License License”) (other than over the counter off-the-shelf or click-wrap software that is commercially available to the public). Borrower Each Loan Party shall take such steps as Bank Lender reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank Lender to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with BankLender’s rights and remedies under this Agreement and the other Loan Documents; provided that, with respect to Patent Licenses, Trademark Licenses or Copyright Licenses pursuant to collaborations or other strategic transactions with third parties in the ordinary course of business, Lender shall agree to customary non-disturbance terms.

Protection of Intellectual Property Rights. Borrower shall own, or be licensed to use or otherwise have the right to use, all Material Intellectual Property. All Intellectual Property of Borrower is and shall be fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change. Borrower shall not become a party to, nor become bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or other property. Borrower shall at all times conduct its business without infringement or claim of infringement of any Intellectual Property rights of others. Borrower shall, to the extent it determines, in the exercise of its reasonable business judgment, that it is prudent to do the following: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property material to its businessProperty; (b) promptly advise Bank Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (c) not allow any Material Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankAgent’s prior written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if If Borrower (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall concurrently provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Agent shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of Lenders, in such property. If Borrower decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank Agent with at least fifteen (15) days prior written notice of Borrower’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Agent may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank Agent copies of all applications that it files for Patents patents or for the registration of Trademarkstrademarks, Copyrights servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required necessary for Bank Agent, for the ratable benefit of the Lenders, to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectuse commercially reasonable efforts consistent with past practices to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its business; (b) promptly advise Bank Collateral Agent in writing if Borrower is aware of a material infringements infringement by a third party of its or any other event that could reasonably be expected to materially and adversely affect the value of its Subsidiaries’ Intellectual Property; Property (except for any infringement described in the Perfection Certificate) and (c) not allow any Intellectual Property material to Borrower’s business, or to Borrower and its Subsidiaries’ business taken as a whole, to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Subsidiaries that is a Borrower or Guarantor hereunder (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then together with each Compliance Certificate for each quarter of Borrower, Borrower or such Subsidiary shall provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries that is a Borrower or Guarantor hereunder decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen ten (1510) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.intended

Protection of Intellectual Property Rights. (a) ProtectUse commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of its Intellectual Property with any material to its businessvalue; (bii) promptly advise Bank Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual PropertyProperty with any material value; and (ciii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankAgent’s written consent. Together with the delivery of any Compliance Statement required to be delivered pursuant to Section 6.2(d), unless the Borrower shall provide a list of (a) any Patents, Trademarks, Copyrights or mask works, in each case case, that are owned by such Borrower determines in its reasonable business judgment that are registered (or any application of the foregoing filed) by such Borrower with the United States of America Patent and Trademark Office or the United States of America Copyright Office during the period covered by the Compliance Statement and not to take such actions in order to protect its own business interests. To the extent not already previously disclosed in writing to Bankthe Agent. (b) Solely prior to the IP Collateral Fall-Away Date, (1) if Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoingforegoing with the United States Patent and Trademark Office or the United States Copyright Office (each, whether an “IP Office”) as owner, licensee or otherwiseowner thereof, or (ii) applies for any Patent or the registration of any TrademarkTrademark with any such IP Office, then Borrower shall provide written notice thereof to Bank at Agent contemporaneously with the time of delivery of the then-next Compliance Certificate Statement required to be delivered hereunder pursuant to Section 6.2 6.3(d), and shall execute such intellectual property security agreements and other documents and take such other actions as Bank Agent may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor AgreementLiens) in favor of Bank Agent in such propertyproperty that is Collateral within five (5) Business Days of such request. If Borrower decides intends to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank Agent with at least fifteen (15) 15 days prior written notice of Borrower’s intent to register registration of such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) within 5 Business Days after the date of registration of the Copyrights or mask works described in (x), execute an intellectual property security agreement and such other documents and take such other actions as Bank Agent may reasonably request in its good faith business judgment commercially reasonable discretion to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor AgreementLiens) in favor of Bank Agent in the such Copyrights or mask works intended to be registered with the United States Copyright Officeworks; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. ; and (2) Borrower shall promptly provide to Bank Agent copies of all applications that it files with an IP Office for Patents or for the registration of Trademarks, Copyrights or mask works, together with any evidence of the recording of the intellectual property security agreement required by the foregoing provisions of this clause (b) for Bank Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor AgreementLiens) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software property that is commercially available to the public)Collateral.” (v) Section 6.12 is hereby amended and restated in its entirety as follows: “Intellectual Property Security Agreements. Borrower shall take have delivered to Agent signature or signatures to the intellectual property security agreement(s) in favor of Agent in form and substance reasonably satisfactory to Agent on or prior to April 12, 2023 (or such steps later date agreed to by Agent in its sole discretion).” (vi) Subsection (a) of Section 7.12 is hereby amended and restated in its entirety as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.follows:

Protection of Intellectual Property Rights. Unless to the extent otherwise permitted under of Section 7.1 hereof, Borrower and each of its Subsidiaries shall: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property that is material to its business; (b) promptly advise Bank Collateral Agent in writing of a challenge to the validity, or material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s its business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent, unless in each case . If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall at the end of the then current quarter provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen ten (1510) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property that, in the reasonable business judgment of Borrower, is material to its business; (b) promptly advise Bank Collateral Agent in writing of a challenge to the validity, or material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s its business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s prior written consent; provided, unless for the avoidance of doubt, Borrower or its Subsidiaries, as applicable, may abandon, forfeit or dedicate to the public any Intellectual Property of such Person in each case the ordinary course of business that is not material to the Loan Parties’ business. If Borrower determines in or any of its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower Subsidiaries (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower or such Subsidiary shall provide written notice thereof to Bank at the time of delivery of Collateral Agent concurrently with the Compliance Certificate Certificates required to be delivered pursuant to Section 6.2 6.1(b)(i), and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Bank Collateral Agent and each Lender with at least fifteen ten (1510) days prior written notice of Borrower’s or such Subsidiary’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Collateral Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank Collateral Agent to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Each Loan Party shall: (a) Protectuse commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property material to its businessProperty; (b) promptly advise Bank Lender in writing after any Loan Party obtains knowledge of material infringements or any other event that could reasonably be expected to materially and adversely affect the value infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consentpublic, unless such Intellectual Property is of negligible economic value and is no longer used or useful in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interestsLoan Party’s business. To the extent not already disclosed in writing to Bank, if Borrower If any Loan Party (i) obtains any Patentpatent, registered Trademarktrademark or service mark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower such Loan Party shall within thirty (30) days of such obtainment or application: (x) provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 and shall Lender; (y) execute such intellectual property security agreements and other documents and take such other actions as Bank may the Lender shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank the Lender in such property; and (z) record such intellectual property security agreement with the United States Patent and Trademark Office. If Borrower any Loan Party decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower such Loan Party shall: (x) provide Bank the Lender with at least fifteen (15) days prior written notice of Borrowersuch Loan Party’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank the Lender may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank the Lender in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower Each Loan Party shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together Lender with evidence of the recording of the intellectual property security agreement required necessary for Bank the Lender to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. (a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property material to its businessProperty; (bii) promptly advise Bank Lender in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (ciii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankLender’s written consent, unless in each case . (b) Provide written notice to Lender within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower determines in its reasonable business judgment not to shall take such actions steps as Lender requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Lender to have a security interest in order it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Lender to protect its own business interests. have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Lender’s rights and remedies under this Agreement and the other Loan Documents. (c) To the extent not already disclosed in writing to BankLender, if Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall immediately provide written notice thereof to Bank Lender and shall, at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 and shall Lender’s request, execute such intellectual property security agreements and other documents and take such other actions as Bank Lender may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Lender in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank Lender with at least fifteen (15) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Lender may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Lender in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank Lender copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank Lender to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. Borrower shall own, or be licensed to use or otherwise have the right to use, all Material Intellectual Property. All Intellectual Property of Borrower is and shall be fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change. Borrower shall not become a party to, nor become bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or other property. Borrower shall at all times conduct its business without infringement or claim of infringement of any Intellectual Property rights of others. Borrower shall, to the extent it determines, in the exercise of its reasonable business judgment, that it is prudent to do the following: (a) Protectprotect, defend and maintain the validity and enforceability of its Intellectual Property material to its businessProperty; (b) promptly advise Bank Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (c) not allow any Material Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankAgent’s prior written consent, unless in each case Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if If Borrower (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall concurrently provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may Agent shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of Lenders, in such property. If Borrower decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank Agent with at least fifteen (15) days prior written notice of Borrower’s intent to register register, or registration of, such Copyrights copyrights or mask works together with a copy of the application it intends to file or has filed with the United States Copyright Office (excluding exhibits Exhibits thereto)) as soon as practicable but no later than three (3) days after such filing; (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Agent may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank Agent, for the ratable benefit of the Lenders, in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank Agent copies of all applications that it files for Patents patents or for the registration of Trademarkstrademarks, Copyrights servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required necessary for Bank Agent, for the ratable benefit of the Lenders, to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over the counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection of Intellectual Property Rights. (ai) ProtectBorrower shall, and shall cause each of its Subsidiaries to, protect, defend and maintain the validity and enforceability of its Intellectual Property material to its businessProperty; (bii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (ciii) not allow any Intellectual Property material to Borrower’s or any Subsidiary’s business to be abandoned, forfeited or dedicated to the public without Bank’s prior written consent, unless in each case . (b) If Borrower determines in its reasonable business judgment not to take such actions in order to protect its own business interests. To the extent not already disclosed in writing to Bank, if Borrower or any Guarantor (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall promptly provide written notice thereof to Bank at the time of delivery of the Compliance Certificate delivered pursuant to Section 6.2 and shall, and shall cause such Guarantor to, execute such intellectual property security agreements and other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in such property. If Borrower or any Guarantor decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall, and shall cause such Guarantor to: (x) provide Bank with at least fifteen (15) 10 days prior written notice of Borrower’s its intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) upon the request of Bank, record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall, and shall cause each Guarantor to, promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the applicable intellectual property security agreement required for Bank to perfect and maintain a first priority perfected security interest (subject to Permitted Liens that are permitted pursuant to terms of this Agreement to have superior priority to Bank’s Lien under this Agreement and subject to the BioPharma Intercreditor Agreement) in such property. Provide written notice . (c) Prior to Bank within thirty (30) days of entering into or becoming bound by any Restricted Restrictive License (other than over the over-the-counter software that is commercially available to the public), Borrower shall, and shall cause each Guarantor to, provide written notice to Bank of the material terms of such license or agreement with a description of its anticipated impact on Borrower’s or such Guarantor’s business or financial condition. Borrower shall, and shall cause each Guarantor to, take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.