Common use of Protection of Intellectual Property Clause in Contracts

Protection of Intellectual Property. Each Loan Party shall (a) protect, defend and maintain the validity and enforceability of any Intellectual Property material to the business of the Loan Parties and (b) not allow any Intellectual Property material to the Loan Parties’ business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, and shall observe and perform, in all material respects, all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemark, 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, servicemark, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works.

Protection of Intellectual Property. Each Loan Party In addition to any obligation ----------------------------------- SUPPLIER may have under Article VIII hereof, SUPPLIER shall (a) protecttake all actions reasonably necessary to enforce and protect its trademarks, defend patents, and maintain the validity and enforceability of any Intellectual Property material Rights relating to the business of Products and Pre-Commercial Units. Without limiting the Loan Parties and (b) not allow any Intellectual Property material to the Loan Parties’ business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, and shall observe and perform, in all material respects, all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any generality of the foregoing, whether SUPPLIER shall defend and indemnify DISTRIBUTOR against any suit, claim, or proceeding brought against DISTRIBUTOR that is based on a claim that any trademark owned or used by SUPPLIER directly in connection with any Product, Pre-Commercial Unit, or any part thereof (except for DISTRIBUTOR's Trademark), as ownersuch trademark was affixed to such Product, licensee Pre-Commercial Unit, or otherwisepart thereof in accordance with Section 7.2, infringes any intellectual property right of any third party in any country or other jurisdiction in the Territory, if notified promptly in writing and given authority, information, and assistance (at SUPPLIER's expense) for the defense of same, and provided that such infringement did not arise as a result of DISTRIBUTOR's unauthorized use of such trademark. SUPPLIER shall pay all damages and costs awarded with respect to any suit, claim, or proceeding for which SUPPLIER is required to provide indemnification pursuant to this Section 7.5. Without limiting the generality of the foregoing, SUPPLIER shall defend and indemnify DISTRIBUTOR against any suit, claim or proceeding brought against DISTRIBUTOR that is based on a claim that any Product or Pre-Commercial Unit, or any part thereof, furnished under this Agreement, as well as any device or process necessarily resulting from the use thereof, constitutes an infringement of any patent of the United States (or any other country or other jurisdiction in the Territory), if notified promptly in writing and given authority, information, and assistance (at SUPPLIER's expense) for the defense of same, and provided that such infringement did not arise as a result of (a) DISTRIBUTOR's developments, misuse, or modifications that were not approved by SUPPLIER, or (iib) applies for any patent DISTRIBUTOR's combination, operation, or use with devices, data, equipment, systems, programs, or products not furnished by SUPPLIER, contemplated by the registration of any trademarkspecifications in Schedule B, servicemarkor approved by SUPPLIER, copyright or mask work, in each case that is material SUPPLIER shall pay all ---------- damages and costs awarded with respect to any such Loan Partysuit, then such Loan Party shall concurrently with claim, or proceeding for which SUPPLIER is required to provide indemnification pursuant to this Section 7.5. In the delivery of event a claim is made or appears likely to be made that any Product or Pre-Commercial Unit, or any part thereof, furnished under this Agreement, as well as any device or process necessarily resulting from the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent use thereof, infringes upon a third party's patent, SUPPLIER shall, at its own expense and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) its option, and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works.in

Protection of Intellectual Property. Each Loan Party Borrower shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of the Loan Parties and now or heretofore conducted by it or proposed to be conducted by it, (b) promptly advise Agent in writing of material infringements of its Intellectual Property of which any Executive Officer of Borrower has knowledge and, should the Intellectual Property be material to Borrower’s business and should Borrower have enforcement rights with respect to such Intellectual Property, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the Loan Parties’ Borrower’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent reasonably promptly (but in any event within 3 Business Days) if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Borrower’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party Borrower shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, None of Agent or any pending application for Lender shall be required or obligated in any manner to perform or fulfill any of the foregoing, whether as owner, licensee obligations of Borrower under or otherwisepursuant to any License, or (ii) applies for to make any patent payment, or to make any inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall (a) protect, defend and maintain the validity and enforceability of any Intellectual Property material to the conduct of its business, (b) promptly advise Agent in writing of material infringements of any Intellectual Property material to such Loan Party’s business of the which any Responsible Officer of any Loan Parties and Party has knowledge, (bc) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consentconsent (which decision regarding consent or non-consent by Agent shall not be unreasonably delayed after such Loan Party delivers written notice to Agent of such proposed abandonment, forfeiture or dedication to the public), and (d) notify Agent promptly, but in any event within three (3) Business Days, if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business is reasonably likely to become abandoned or dedicated, or if it knows or has reason to know of any adverse determination or the occurrence of any development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property material to its business, or its right to register the same or to keep and maintain the same. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, without knowingly infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemarkservice xxxx, 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, servicemarkservice xxxx, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request in its good faith business judgment to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarksservice marks, copyrights or mask works.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of the Loan Parties and now or heretofore conducted by it or proposed to be conducted by it, (b) promptly advise Agent in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to such Loan Party’s business, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within 3 days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business now or heretofore conducted by it or proposed to be conducted by it, (b) promptly advise Agent in writing of material infringements of its Intellectual Property of which the chief executive officer, chief financial officer, chief scientific officer, director of business development or vice president of research of Borrower have knowledge, and, (i) should the Intellectual Property be material to such Loan Parties Party’s business and (bii) should such Loan Party’s Board of Directors determine that it is in the best interests of such Loan Party, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within 3 Business Days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its material Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of the Loan Parties and now conducted by it or proposed to be conducted by it, (b) promptly advise Agent and Lenders in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to such Loan Party’s business, take all appropriate actions to enforce its rights in its Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each , except that a Loan Party shall at all times use commercially reasonable efforts may abandon or forfeit registrations with respect to conduct such Intellectual Property in jurisdictions outside the United States where, in the good faith business judgment of Borrower’s board of directors, the value of the registrations of such Intellectual Property is outweighed by the cost of maintaining such registrations in such jurisdiction, and (d) notify Agent promptly, but in any event within 10 Business Days, if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder, to the extent that such License is material to the Loan Parties’ business. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business now or heretofore conducted by it or proposed to be conducted by it, (b) promptly as practicable (but in any event within three (3) Business Days) advise Agent in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to the business of the Loan Parties Parties, taken as a whole, shall promptly take all necessary actions to stop such infringement, misappropriation or dilution, including but not limited to, the initiation of a suit for injunctive relief and to recover damages (bc) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within three (3) Business Days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender Finance Party shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement or the Debt Documents, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any License, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or which it may be entitled at any time or times. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall prevent any Loan Party from disposing or, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or to be put into the public domain any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark, servicemark, copyright or mask work, in each case that its Intellectual Property is material to any such Loan Party, then such Loan Party shall concurrently with demonstrates to the delivery reasonable satisfaction of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to that such part of the Intellectual Property Security Agreement previously delivered if is not filed at such time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, necessary for the benefit conduct of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask worksits business.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of the Loan Parties and now or heretofore conducted by it or proposed to be conducted by it, (b) promptly advise Agent in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to such Loan Party’s business, take all appropriate actions to enforce its rights in its Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within three (3) days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Until the Termination Date (but subject to reinstatement of this Agreement pursuant to Section 10.9), each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of the Loan Parties and now or heretofore conducted by it or proposed to be conducted by it, (b) promptly advise Agent in writing of material infringements of its Intellectual Property, (c) not allow any Intellectual Property material to the Loan Parties’ business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each , unless such Loan Party shall at all times use commercially reasonable efforts has reasonably determined that such Intellectual Property is not material to conduct its business withoutsuch Loan Party’s business, and (d) notify Agent promptly, but in any material respectevent within 3 days, infringingif it knows or has reason to know (i) that any application or registration relating to any patent, misappropriating, diluting, violatingtrademark or copyright (now or hereafter existing) may become abandoned or dedicated, or otherwise impairing (ii) of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property, its right to register the same, or to keep and maintain the same, unless in each case described in the preceding clauses (i) and (ii), such Loan Party has reasonably determined that such Intellectual Property of any other Personis not material to such Loan Party’s business. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Material Intellectual Property, (b) promptly advise Agent in writing of material infringements of its Material Intellectual Property material and take all appropriate actions to the business of the Loan Parties enforce its rights in its Material Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (bc) not allow any Material Intellectual Property material to the Loan Parties’ business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, and (d) notify Agent promptly, but in any material respectevent within ten (10) Business Days, infringing, misappropriating, diluting, violatingif it knows or has reason to know (i) that any application or registration relating to any Material Intellectual Property may become abandoned or dedicated, or otherwise impairing (ii) if any adverse determination or development (including the Intellectual Property institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) has occurred regarding such Loan Party’s ownership of any other PersonMaterial Intellectual Property, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the material conditions and material obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of now or heretofore conducted by it or proposed to be conducted by it, in each case as the applicable Loan Parties and Party in its reasonable discretion determines is appropriate, (b) promptly advise Agent in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to such Loan Party’s business, take all appropriate actions to enforce its rights in its Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts public, and (d) notify Agent promptly, but in any event within 3 Business Days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Except as set forth on Schedule 6.7, each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent and the Lenders in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to such Loan Party’s business, take all appropriate actions to enforce its rights in its Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within 3 days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunderthereunder to the extent that such License is material to such Loan Party’s business. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall (a) protect, defend and maintain the validity and enforceability of any Intellectual Property material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent in writing of material infringements of any Intellectual Property material to such Loan Party's business, (c) not allow any Intellectual Property material to the such Loan Parties’ Party's business to be abandoned, forfeited or dedicated to the public without Agent’s prior 's written consent, and (d) notify Agent promptly, but in any event within three (3) Business Days, if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business may become abandoned or dedicated, or if any adverse determination or development occurs (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party's ownership of any Intellectual Property material to its business, or its right to register the same or to keep and maintain the same. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, without knowingly infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable during the term thereof under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s 's business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemark, 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, servicemark, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request in its good faith business judgment to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of the Loan Parties and now or heretofore conducted by it or proposed to be conducted by it, (b) promptly advise Agent in writing of material infringements of its Intellectual Property that is material to such Loan Party’s business (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within 3 days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder, to the extent that any such Licenses are material to the conduct of its business. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall (a1) protectPinnacle acknowledges that it obtains, defend and maintain pursuant to this Agreement, only the validity and enforceability of any right to use Intellectual Property material of NW and NW's Affiliates on the terms and conditions set forth herein and that no right, title or interest in or to the business of the Loan Parties and (b) not allow any Intellectual Property material is granted or transferred to the Loan Parties’ business it hereunder. (2) Pinnacle agrees not to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, infringing, misappropriating, diluting, violating, provide or otherwise impairing make available the Intellectual Property of NW or NW's Affiliates in any form to any person, entity, or Governmental Authority, other Person. Each Loan Party than as provided for in this Agreement, without the prior written consent of NW or the relevant Affiliate thereof. (3) Pinnacle shall remain liable under each of its use all commercially reasonable efforts and shall take all reasonable steps to protect the Intellectual Property licenses pursuant of NW or NW's Affiliates from any use, reproduction, publication, disclosure or distribution except as specifically authorized by this Agreement. It acknowledges and agrees that the Intellectual Property of NW and NW's Affiliates contains Confidential Information and agrees (A) to which it is a licensee that are material observe complete confidentiality with respect to such Loan Party’s businessIntellectual Property, (B) not to disclose to or grant any Person access to such Intellectual Property or any portion thereof without NW's prior written consent (except that such disclosure or access shall be permitted to any employee of Pinnacle to the extent required for such employee to perform duties hereunder not inconsistent with the terms of this Agreement), and (C) to ensure that its employees who receive access to such Intellectual Property are advised of the confidential and proprietary nature thereof and that they are prohibited from copying, utilizing or revealing such Intellectual Property or any portion thereof or from taking any action prohibited to Pinnacle under this Agreement. Without limiting the foregoing and to the extent possible, Pinnacle agrees to keep the Intellectual Property of NW and NW's Affiliates in a secure place, under access and use restrictions satisfactory to NW and to employ with regard to such Intellectual Property procedures no less restrictive than the strictest procedures it uses to protect its own trade secrets. (4) Pinnacle shall not remove, alter, cover or obfuscate any copyright notice, trademark or other proprietary rights notice placed by NW or NW's Affiliates in or on any portion of the Intellectual Property of NW or NW's Affiliates and shall ensure that all such notices are reproduced on all copies made by it of any portion of such Intellectual Property. It shall comply with directions submitted by NW or NW's Affiliates from time to time regarding the form and placement of notices concerning copyright and other proprietary rights on any portion of such Intellectual Property. (5) Pinnacle shall promptly notify NW of any known unauthorized use or disclosure of the Intellectual Property of NW or NW's Affiliates and shall cooperate with NW or NW's Affiliates in any litigation brought by them against third parties to protect their respective proprietary rights. Its compliance with the provisions of this paragraph 6.2 (d) shall not be construed as a waiver of any rights of NW or NW's Affiliates hereunder. (6) On the expiration or termination of this Agreement for any reason, Pinnacle shall return to NW all Intellectual Property in its possession, including all copies in whatever media represented, and shall observe and perform, in all material respects, all of the conditions and obligations to be observed and performed by it thereunder. None of Agent certify such destruction or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, return if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemark, 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, servicemark, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If so requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works.NW. ARTICLE SEVEN

Protection of Intellectual Property. Each Loan Party shall (a) protect, defend and maintain the validity and enforceability of any Intellectual Property material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent in writing of material infringements of any Intellectual Property material to such Loan Party’s business, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consentconsent (acting at the direction of Requisite Lenders) except for abandonment of subject matter necessitated to advance patent prosecution, and (d) notify Agent promptly, but in any event within seven (7) Business Days, if it knows or has reason to know that any application or registration relating to any Intellectual Property (now or hereafter existing) used in, necessary for, or material to its business may become abandoned or dedicated, or if any adverse determination or development occurs (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court, it being acknowledged that the Agent and the Lenders have been informed of all developments as of the Effective Date related to the PharmAthene Litigation) regarding such Loan Party’s ownership or use of any such Intellectual Property material to its business, or its right to register the same or to keep and maintain the same. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, without infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, and shall observe and perform, in all material respects, all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Effective Date any Loan Party (i) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application applied for any of the foregoingIntellectual Property, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark, servicemark, copyright or mask work, in each case that is material to any such Loan Partyother registered Intellectual Property, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request in its good faith business judgment to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of LendersSecured Parties, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarksany other Intellectual Property. In the event that any Intellectual Property of any Loan Party is infringed, servicemarksmisappropriated, copyrights diluted or mask worksviolated by any Person, such Loan Party shall take commercially reasonable actions as such Loan Party shall reasonably deem appropriate under the circumstances to protect against such infringement, misappropriation, dilution or violation, including, without limitation, initiating a suit seeking injunctive relief and any and all damages for infringement, misappropriation, dilution or violation thereof.

Protection of Intellectual Property. Each Loan Party shall (a1) protectPinnacle acknowledges that it obtains, defend and maintain pursuant to this Agreement, only the validity and enforceability of any right to use Intellectual Property material of NW and NW’s Affiliates on the terms and conditions set forth herein and that no right, title or interest in or to the business of the Loan Parties and (b) not allow any Intellectual Property material is granted or transferred to the Loan Parties’ business it hereunder. (2) Pinnacle agrees not to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, infringing, misappropriating, diluting, violating, provide or otherwise impairing make available the Intellectual Property of NW or NW’s Affiliates in any form to any person, entity, or Governmental Authority, other Person. Each Loan Party than as provided for in this Agreement, without the prior written consent of NW or the relevant Affiliate thereof. (3) Pinnacle shall remain liable under each of its use all commercially reasonable efforts and shall take all reasonable steps to protect the Intellectual Property licenses pursuant of NW or NW’s Affiliates from any use, reproduction, publication, disclosure or distribution except as specifically authorized by this Agreement. It acknowledges and agrees that the Intellectual Property of NW and NW’s Affiliates contains Confidential Information and agrees (A) to which it is a licensee that are material observe complete confidentiality with respect to such Loan PartyIntellectual Property, (B) not to disclose to or grant any Person access to such Intellectual Property or any portion thereof without NW’s businessprior written consent (except that such disclosure or access shall be permitted to any employee of Pinnacle to the extent required for such employee to perform duties hereunder not inconsistent with the terms of this Agreement), and (C) to ensure that its employees who receive access to such Intellectual Property are advised of the confidential and proprietary nature thereof and that they are prohibited from copying, utilizing or revealing such Intellectual Property or any portion thereof or from taking any action prohibited to Pinnacle under this Agreement. Without limiting the foregoing and to the extent possible, Pinnacle agrees to keep the Intellectual Property of NW and NW’s Affiliates in a secure place, under access and use restrictions satisfactory to NW and to employ with regard to such Intellectual Property procedures no less restrictive than the strictest procedures it uses to protect its own trade secrets. (4) Pinnacle shall not remove, alter, cover or obfuscate any copyright notice, trademark or other proprietary rights notice placed by NW or NW’s Affiliates in or on any portion of the Intellectual Property of NW or NW’s Affiliates and shall ensure that all such notices are reproduced on all copies made by it of any portion of such Intellectual Property. It shall comply with directions submitted by NW or NW’s Affiliates from time to time regarding the form and placement of notices concerning copyright and other proprietary rights on any portion of such Intellectual Property. (5) Pinnacle shall promptly notify NW of any known unauthorized use or disclosure of the Intellectual Property of NW or NW’s Affiliates and shall cooperate with NW or NW’s Affiliates in any litigation brought by them against third parties to protect their respective proprietary rights. Its compliance with the provisions of this paragraph 6.2 (d) shall not be construed as a waiver of any rights of NW or NW’s Affiliates hereunder. (6) On the expiration or termination of this Agreement for any reason, Pinnacle shall return to NW all Intellectual Property in its possession, including all copies in whatever media represented, and shall observe and perform, in all material respects, all of the conditions and obligations to be observed and performed by it thereunder. None of Agent certify such destruction or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, return if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemark, 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, servicemark, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If so requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask worksNW.

Protection of Intellectual Property. Each Loan Party shall (a) protect, defend The Company has taken all reasonable precautions to protect and maintain the validity and enforceability of any its Intellectual Property (which shall include, without limitation, the NaviCyte Intellectual Property) that is material to the business of the Loan Parties Company and (b) not allow any Intellectual Property material the Company Subsidiaries, taken as a whole including, without limitation, entering into appropriate confidentiality agreements with all officers, directors, employees, and other persons that have had or currently have access to the Loan Parties’ business Company's Technology. The Company's trade secrets have not been disclosed to any persons other than the Company's employees, stockholders and contractors who had a need to know and use such trade secrets in the ordinary course of employment or contract performance and who executed appropriate confidentiality agreements or who are under obligations of confidentiality under applicable Law in any manner that could reasonably be abandonedexpected to materially and adversely affect the rights of the Company to such trade secrets. Since their respective dates of formation, forfeited each of the Company and the Company Subsidiaries has obtained from each officer and employee thereof a written agreement under which such officer or dedicated employee is obligated to disclose and transfer to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in Company or any material respect, infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, and shall observe and perform, in all material respects, all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan DocumentCompany Subsidiaries, the granting of a Lien, if any, in such license or without the receipt by Agent (on behalf of itself and Lenders) such officer or employee of any payment relating value therefor (other than normal salary or other reward based on a Company or Company Subsidiary award program to encourage creativity), any inventions, developments and discoveries which during the period such Person is an officer of the Company or such Company Subsidiary or of employment with the Company or any of the Company Subsidiaries he or she makes or conceives of either solely or jointly with others, that relate to any subject matter with which his or her work for the Company or any of the Company Subsidiaries may be concerned, or relate to or are connected with the business, products or projects of the Company or any of the Company Subsidiaries, or involve the use of the Company's or any of the Company Subsidiaries' time, material or facilities. Each of the Company and the Company Subsidiaries has obtained legally binding written agreements, subject to (x) the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other similar federal or state laws affecting the rights of creditors and (y) the effect or availability of rules of law governing specific performance, injunctive relief or other equitable remedies (regardless of whether any such license. If after remedy is considered in a proceeding at law or in equity), from all officers, employees and third parties (who/which are not under an obligation of confidentiality under applicable Law) with whom the Closing Date Company or any Loan Party of the Company Subsidiaries has shared confidential proprietary information (i) obtains any patent, registered trademark of the Company or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, Company Subsidiaries or (ii) applies for received from others which the Company or any patent of the Company Subsidiaries is obligated to treat as confidential, which agreements require such employees and third parties to keep such information confidential. Neither the Company nor any of the Company Subsidiaries is aware, based on the representations of their respective officers and employees and without having made specific inquiry other than through its normal employment process, that any of the officers or employees of the registration Company or any of the Company Subsidiaries is obligated under any contract (including licenses, covenants or commitments of any trademarknature) or other agreement, servicemark, copyright or mask work, in each case that is material subject to any such Loan Partyjudgment, then such Loan Party shall concurrently decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of the Company Subsidiaries, or that would conflict with the delivery business of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (Company or updates to any of the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask worksCompany Subsidiaries.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of now or heretofore conducted by it or proposed to be conducted by it (the Loan Parties and “Material Intellectual Property”), (b) promptly advise Agent in writing of material infringements of such Material Intellectual Property and take all appropriate actions to enforce its rights in such Material Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any such Material Intellectual Property material to the Loan Parties’ business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent, and (d) notify Agent promptly, but in any event within 5 days, if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business is reasonably likely to become abandoned or dedicated, or if any adverse determination (including the institution of, or any such determination in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property material to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable under comply with and preserve each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, (“Licenses”) and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder, except (i) solely in the case of software licenses, to the extent such non-compliance could not reasonably be expected to have a Material Adverse Effect or (ii) with respect to the preservation of any such License, where such preservation is no longer useful in the business. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall (a) protect, defend and maintain the validity and enforceability of any Intellectual Property material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent in writing of material infringements of any Intellectual Property material to such Loan Party’s business, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent, and (d) notify Agent promptly, but in any event within three (3) Business Days, if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business may become abandoned or dedicated, or if any adverse determination or development occurs (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property material to its business, or its right to register the same or to keep and maintain the same. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, without knowingly infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable during the term thereof under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemark, 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, servicemark, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request in its good faith business judgment to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to such Loan Party’s business, take all appropriate actions to enforce its rights in its Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within three (3) Business Days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business of the Loan Parties and now or heretofore conducted by it or proposed to be conducted by it, (b) promptly, but in any event within 5 Business Days, advise the Purchasers in writing of material infringements of its Intellectual Property, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior the written consent. Each Loan Party shall at all times use commercially reasonable efforts consent of the Majority Purchasers, and (d) notify the Purchasers promptly, but in any event within 3 days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender the Purchasers shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) any Purchaser of any payment relating to any such licenseLicense. If after None of the Closing Date Purchasers shall be required or obligated in any manner to perform or fulfill any of the obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the conduct of its business now or heretofore conducted by it or proposed to be conducted by it, (b) promptly as practicable (but in any event within three (3) Business Days) advise Agent in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to the business of the Loan Parties Parties, taken as a whole, shall promptly take all necessary actions to stop such infringement, misappropriation or dilution , including but not limited to, the initiation of a suit for injunctive relief and to recover damages (bc) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within three (3) Business Days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing if any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender Finance Party shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement or the Debt Documents, the granting of a Lienlien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any License, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or which it may be entitled at any time or times. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall prevent any Loan Party from disposing or, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or to be put into the public domain any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark, servicemark, copyright or mask work, in each case that its Intellectual Property is material to any such Loan Party, then such Loan Party shall concurrently with demonstrates to the delivery reasonable satisfaction of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to that such part of the Intellectual Property Security Agreement previously delivered if is not filed at such time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, necessary for the benefit conduct of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask worksits business.

Protection of Intellectual Property. Each Loan Party shall Except as set forth in Sections 4.17(c)(i)-(iv) of the Company Disclosure Letter: (ai) protectthe Company has taken actions that in its reasonable business judgment, defend consistent with industry standards, are appropriate ("Reasonable Actions") to protect and maintain police its Intellectual Property, including filing the validity necessary documents (including submission to the appropriate patent office or compliance with, as appropriate, the following: full and enforceability timely payment of any filing and similar fees during prosecution; issue or registration fees; maintenance fees; compliance with "small entity" requirements; compliance with inventorship requirements; compliance with oath/declaration execution requirements; compliance with information disclosure statement requirements; and compliance with assignment execution and recording requirements) with the United States Patent and Trademark Office, or such other filing offices, domestic or foreign, and duly registering with or causing the respective Intellectual Property material to be issued by such filing offices; and (y) to the business extent necessary to protect its interest therein (including affording itself of the Loan Parties and (b) not allow any Intellectual Property material to the Loan Parties’ business to be abandonedmaximum remedies available under law), forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any the Company has been used with all patent, trademark, copyright and other Person. Each Loan Party shall remain liable under each of Intellectual Property notices, markings and legends prescribed by law; (ii) with respect to its Intellectual Property licenses pursuant to which it is a licensee rights that are material to have been applied for or filed with the relevant Governmental Entities, or that have been registered, granted or issued by such Loan Party’s businessrelevant Governmental Entities, the Company has protected and maintained, respectively, such Intellectual Property rights under applicable laws, and shall observe such applications, filings, registrations, grants, issuances, and performother actions remain valid, in all material respectsfull force and effect, all and, to the extent registered, granted or issued, fully enforceable by the Company; (y) none of the conditions and obligations material Intellectual Property rights owned by the Company or, to the knowledge of the Company, licensed to any it has expired, been abandoned or fallen into the public domain, has been canceled or adjudicated invalid (except with respect to patent applications that have been reasonably determined by patent counsel to have been justifiably abandoned in the ordinary course of the patent application process based upon prior art rejections set forth by a Governmental Entity which have been reasonably determined by patent counsel to be observed insurmountable without incurring extraordinary expense and performed are listed on Section 4.17(c)(ii)(x) of the Company Disclosure Letter), or is subject to any outstanding order, judgment or decree restricting its use or adversely affecting the Company's rights thereto; and (z) the status and content of the Intellectual Property identified in Section 4.17(a)(i) of the Company Disclosure Letter is accurate and complete; (iii) there are no allegations by it thereunder. None any non-Governmental Entity third party to indicate that such Intellectual Property rights owned by the Company or that have been granted or applied for or filed with the relevant Governmental Entities and that have not been registered, granted or issued by such relevant Governmental Entities, are not entitled to registration, grant or issuance by the relevant Governmental Entities; and (iv) the Company has complied with, is complying with and will comply with: (1) its duty of Agent or disclosure before the United States Patent and Trademark Office, as defined by the relevant rules and regulations governing such duty, in connection with the prosecution of pending United States patent applications (including both patent applications pending as of the Closing Date and patent applications issued as patents as of the Closing Date); and (2) any Lender shall have any obligation or liability under any such license by reason comparable duty of or arising out of any Loan Document, disclosure before other patent offices in countries other than the granting of a LienUnited States, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemark, 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, servicemark, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently connection with the delivery prosecution of the next Compliance Certificate patent applications in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask worksthose countries.

Protection of Intellectual Property. Each Loan Party shall take all necessary actions to: (a) protect, defend and maintain the validity and enforceability of any its Intellectual Property to the extent material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent in writing of material infringements of its Intellectual Property and, should the Intellectual Property be material to such Loan Party’s business, take all appropriate actions to enforce its rights in its Intellectual Property against infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts , and (d) notify Agent promptly, but in any event within three (3) Business Days, if it knows or has reason to conduct know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business without, in any material respect, infringing, misappropriating, diluting, violatingmay become abandoned or dedicated, or otherwise impairing of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Intellectual Property of any other Personmaterial to its business, its right to register the same, or to keep and maintain the same. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material (“Licenses”) to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license License by reason of or arising out of any Loan Documentthis Agreement, the granting of a Lien, if any, in such license License or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such licenseLicense. If after None of Agent or any Lender shall be required or obligated in any manner to perform or fulfill any of the Closing Date obligations of any Loan Party (i) obtains under or pursuant to any patent, registered trademark or servicemark, registered copyright, registered mask workLicense, or to make any pending application for any of the foregoing, whether as owner, licensee or otherwisepayment, or (ii) applies for to make any patent inquiry as to the nature or the registration sufficiency of any trademarkpayment received by it or the sufficiency of any performance by any party under any License, servicemarkor to present or file any claims, copyright or mask work, in each case that is material to take any such Loan Party, then such Loan Party shall concurrently with action to collect or enforce any performance or the delivery payment of the next Compliance Certificate in accordance with this Agreement provide written notice thereof any amounts which may have been assigned to Agent and shall promptly execute an Intellectual Property Security Agreement (it or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed which it may be entitled at such any time by Agent) and other documents and take such other actions as Agent shall request to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask workstimes.

Protection of Intellectual Property. Each Loan Party shall (a) protect, defend and maintain the validity and enforceability of any Intellectual Property material to the business conduct of the Loan Parties and its business, (b) promptly advise Agent in writing of material infringements of any Intellectual Property material to such Loan Party’s business, (c) not allow any Intellectual Property material to the such Loan Parties’ Party’s business to be abandoned, forfeited or dedicated to the public without Agent’s prior written consent, and (d) notify Agent promptly, but in any event within three (3) Business Days, if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) material to its business may become abandoned or dedicated, or if any adverse determination or development occurs (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court, it being acknowledged that the Agent and the Lenders have been informed of all developments as of the Closing Date related to the PharmAthene Litigation) regarding such Loan Party’s ownership of any Intellectual Property material to its business, or its right to register the same or to keep and maintain the same. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in any material respect, without knowingly infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, and shall observe and perform, in all material respects, perform all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party (i) obtains any patent, registered trademark or servicemark, 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, servicemark, copyright or mask work, in each case that is material to any such Loan Party, then such Loan Party shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement provide written notice thereof to Agent and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) and other documents and take such other actions as Agent shall request in its good faith business judgment to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Agent, for the benefit of Lenders, in such Property, provided that the foregoing shall not require any Loan Party to xxxxx x Xxxx to Agent on the Product. If requested by Agent, each Loan Party shall promptly provide to Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works.

Protection of Intellectual Property. Each Loan Party shall Borrower and each of its Subsidiaries shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of any its Intellectual Property that is material to the business Borrower’s business; (b) promptly advise Collateral Agent in writing of the Loan Parties material infringement by a third party of its Intellectual Property; and (bc) not allow any Intellectual Property material to the Loan Parties’ Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent. Each Loan Party shall at all times use commercially reasonable efforts to conduct its business without, in If Borrower or any material respect, infringing, misappropriating, diluting, violating, or otherwise impairing the Intellectual Property of any other Person. Each Loan Party shall remain liable under each of its Intellectual Property licenses pursuant to which it is a licensee that are material to such Loan Party’s business, and shall observe and perform, in all material respects, all of the conditions and obligations to be observed and performed by it thereunder. None of Agent or any Lender shall have any obligation or liability under any such license by reason of or arising out of any Loan Document, the granting of a Lien, if any, in such license or the receipt by Agent (on behalf of itself and Lenders) of any payment relating to any such license. If after the Closing Date any Loan Party Subsidiaries (i) obtains any patent, registered trademark or servicemark, 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, trademark or servicemark, copyright then Borrower or mask work, in each case that is material to any such Loan Party, then such Loan Party Subsidiary shall concurrently with the delivery of the next Compliance Certificate in accordance with this Agreement substantially contemporaneously provide written notice thereof to Collateral Agent and each Lender and shall promptly execute an Intellectual Property Security Agreement (or updates to the Exhibits to the Intellectual Property Security Agreement previously delivered if not filed at such time by Agent) intellectual property security agreements and other documents and take such other actions as Collateral Agent shall reasonably request in its good faith business judgment to protect or perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of Collateral Agent, for the ratable benefit of the Lenders, in such Propertyproperty. If requested by Borrower or any of its Subsidiaries decides to register any copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide 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 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 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, each Loan Party for the ratable benefit of the Lenders, 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 or such Subsidiary shall promptly provide to Collateral Agent copies and each Lender with evidence of all applications that it files the recording of the intellectual property security agreement necessary for patents or for Collateral Agent to perfect and maintain a first priority perfected security interest in such property.” 7. Section 13.1 of the registration of trademarks, servicemarks, copyrights or mask works.Loan Agreement is hereby amended by amending and restating the following definitions therein as follows: