Contract
SUPPLEMENT NO. 1 dated as of September 6, 2017 (this “Supplement”), to the Security Agreement dated as of December 6, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among PRA Health Sciences, Inc., a Delaware corporation (“Holdings”), Pharmaceutical Research Associates, Inc., a Virginia corporation (the “Borrower”), each of the Subsidiaries listed on the signature pages thereto or that becomes a party thereto pursuant to Section 8.14 thereof (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings and the Borrower are referred to collectively as the “Grantors”), and Xxxxx Fargo Bank, National Association, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
A. Reference is made to the Credit Agreement dated as of December 6, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Holdings, the Borrower, the Lenders and agents from time to time party thereto and Xxxxx Fargo Bank, National Association, as Administrative Agent and as Collateral Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement or the Credit Agreement, as applicable.
C. The Grantors have entered into the Security Agreement in order to induce the Administrative Agent, the Collateral Agent, the Lenders, the Swingline Lender and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders to make their respective Loans, the Swingline Lender to make Swingline Loans and the Letter of Credit Issuers to issue Letters of Credit for the account of the Borrower and the Restricted Subsidiaries under the Credit Agreement and to induce one or more Lenders or Affiliates of Lenders to enter into Secured Cash Management Agreements or Secured Hedge Agreements with Holdings and/or its Subsidiaries.
D. Section 9.11 of the Credit Agreement and Section 8.14 of the Security Agreement provide that each Subsidiary that is required to become a party to the Security Agreement pursuant to Section 9.11 of the Credit Agreement shall become a Subsidiary Grantor, with the same force and effect as if originally named as a Subsidiary Grantor therein, for all purposes of the Security Agreement upon execution and delivery by such Subsidiary of an instrument in the form of this Supplement. Each undersigned Subsidiary (each a “New Grantor”) is executing this Supplement in accordance with the requirements of the Security Agreement to become a Subsidiary Grantor under the Security Agreement in order to induce the Lenders to make their respective Loans, the Swingline Lender to make Swingline Loans and the Letter of Credit Issuers to issue Letters of Credit for the account of the Borrower and the Restricted Subsidiaries under the Credit Agreement and to induce one or more Cash Management Banks or Hedge Banks to enter into Secured Cash Management Agreements and Secured Hedge Agreements with Holdings and/or its Subsidiaries.
Accordingly, the Collateral Agent and the New Grantors agree as follows:
SECTION 1. In accordance with Section 8.14 of the Security Agreement, each New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Obligations, does hereby bargain, sell, convey, assign, set over, mortgage, pledge, hypothecate and transfer to the Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Collateral Agent for the benefit of the Secured Parties, a Security Interest in all of the Collateral of such New Grantor, in each case whether now or hereafter existing or in which it now has or
hereafter acquires an interest. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is hereby incorporated herein by reference.
SECTION 2. Each New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles.
SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Collateral Agent and Holdings. This Supplement shall become effective as to each New Grantor when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Grantor and the Collateral Agent.
SECTION 4. Each such New Grantor hereby represents and warrants that (a) set forth on Schedule I hereto is (i) the legal name of such New Grantor, (ii) the jurisdiction of incorporation or organization of such New Grantor, (iii) the identity or type of organization or corporate structure of such New Grantor, (iv) the Federal Taxpayer Identification Number and organizational number of such New Grantor and (v) the true and correct location of the chief executive office and principal place of business (if different to its chief executive office) and any office in which it maintains books of records relating to Collateral owned by it and (b) as of the date hereof (i) Schedule II hereto lists all of each New Grantor’s material inbound exclusive licenses in third party owned U.S. registered copyrights, (ii) Schedule III hereto lists in all material respects all of each New Grantor’s registered Copyrights (and all applications therefor), (iii) Schedule IV hereto lists all of each New Grantor’s material inbound exclusive licenses in third party owned U.S. patents and patent applications, (iv) Schedule V hereto lists in all material respects all of each New Grantor’s Patents (and all applications therefor), (v) Schedule VI hereto lists all of each New Grantor’s material inbound exclusive licenses in third party owned U.S. registered trademarks and trademark applications, (vi) Schedule VII hereto lists in all material respects all of each New Grantor’s registered Trademarks (and all applications therefor) and (vii) Schedule VIII hereto lists all of each new Grantor’s Commercial Tort Claims.
SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.
SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 8. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to
each New Grantor shall be given to it in care of Holdings at Holdings’ address set forth in Section 13.2 of the Credit Agreement.
[Signature pages follow]
IN WITNESS WHEREOF, each New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.
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SYMPHONY HEALTH SOLUTIONS CORPORATION, as a New Grantor | |
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By: |
/s/ Xxxxxxx X. Xxxx, Xx. |
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Name: Xxxxxxx X. Xxxx, Xx. |
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Title: EVP, Secretary and General Counsel |
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SOURCE HEALTHCARE ANALYTICS, LLC, as a New Grantor | |
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By: |
/s/ Xxxxxxx X. Xxxx, Xx. |
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Name: Xxxxxxx X. Xxxx, Xx. |
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Title: EVP, Secretary and General Counsel |
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PARALLEL 6, INC., as a New Grantor | |
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By: |
/s/ Xxxxxxx X. Xxxx, Xx. |
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Name: Xxxxxxx X. Xxxx, Xx. |
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Title: EVP, Secretary and General Counsel |
[Signature Page to Security Agreement Supplement]
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, as the Collateral Agent | |
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By: |
/s/ Xxxxxxxxx Xxxxxxxx |
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Name: Xxxxxxxxx Xxxxxxxx |
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Title: Vice President |
[Signature Page to Security Agreement Supplement]
SCHEDULE I
TO SUPPLEMENT NO. 1 TO THE
SECURITY AGREEMENT
COLLATERAL
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Legal Name |
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Jurisdiction of |
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Type of |
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Federal Taxpayer |
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Chief Executive Office |
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Symphony Health Solutions Corporation |
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Delaware |
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Corporation |
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00-0000000 |
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0000 X. Xxxxxx Xxxxxx |
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Source Healthcare Analytics, LLC |
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Delaware |
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Limited liability company |
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00-0000000 |
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0000 X. Xxxxxxxxx Xxxx |
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Parallel 6, Inc. |
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Delaware |
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Corporation |
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00-0000000 |
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Pacific Center I |
SCHEDULE II
TO SUPPLEMENT NO. 1 TO THE
SECURITY AGREEMENT
MATERIAL INBOUND EXCLUSIVE LICENSES IN U.S. REGISTERED COPYRIGHTS
None.
SCHEDULE III
TO SUPPLEMENT NO. 1 TO THE
SECURITY AGREEMENT
U.S. REGISTERED COPYRIGHTS
None.
SCHEDULE IV
TO SUPPLEMENT NO.1 TO THE
SECURITY AGREEMENT
MATERIAL INBOUND EXCLUSIVE LICENSES IN U.S. PATENTS AND PATENT APPLICATIONS
See Schedule V, as applicable.
SCHEDULE V
TO SUPPLEMENT NO. 1 TO THE
SECURITY AGREEMENT
U.S. PATENTS AND PATENT APPLICATIONS
Parallel 6, Inc. Patents and Patent Applications
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Patent / Application |
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Country |
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Title |
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Application |
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Filing |
|
Issue |
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8,856,031 |
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US |
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SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
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Granted; Maintenance fee due April 7 2018 |
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11/27/2013 |
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10/7/2014 |
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PCT/US2014/030900 |
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WO |
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SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
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NAT PHASE |
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3/17/2014 |
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2014232264 |
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AU |
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SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
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Pending; Annuity due March 17 2018 |
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3/17/2014 |
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2914915 |
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CA |
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SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
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Published; Request for Examination due March 17 2019; Annuity due March 17 2017 |
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3/17/2014 |
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201480027880.X |
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CN |
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SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
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Published |
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3/17/2014 |
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Patent / Application |
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Country |
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Title |
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Application |
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Filing |
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Issue |
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14/738,766 |
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US |
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SYSTEM AND METHODS FOR MANAGING AND CONDUCTING CLINICAL OR OTHER RESEARCH USING A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
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Final Rejection sent May 8, 2017 |
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6/12/2015 |
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14/507,735 |
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US |
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SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
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Published; Response to OA due January 12 2017 |
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10/6/2014 |
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14763461.2 |
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EP |
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SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
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Published; Annuity due March 17 2017; Response to EESR due May 18 2017 |
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3/17/2014 |
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16109769.2 |
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HK |
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SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
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Pending |
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3/17/2014 |
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2015-7029833 |
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KR |
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SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
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Pending; Deferred Examination due March 17 2019 |
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3/17/2014 |
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13/373,856 |
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US |
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INCENTIVE-BASED DIGITAL CONTENT SHARING PLATFORM |
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Published; Appeal Brief due December 23 2016 |
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12/2/2011 |
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13/487,155 |
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US |
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SYSTEMS AND METHODS FOR AUTOMATED INFORMED CONSENT |
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Final Rejection sent March 2, 2016 2016 |
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6/1/2012 |
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14/214,653 |
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US |
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SYSTEMS AND METHODS FOR RECRUITING AND MATCHING PATIENTS FOR CLINICAL TRIALS |
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Published; Response to OA filed 12/6/16 |
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3/14/2014 |
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Patent / Application |
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Country |
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Title |
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Application |
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Filing |
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Issue |
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15/475,088 |
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US |
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SYSTEMS AND METHODS FOR REMOTE DEMAND BASED DATA MANAGEMENT OF CLINICAL LOCATIONS |
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Published August 10, 2017 |
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3/30/2017 |
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Source Healthcare Analytics Patent Application
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Patent |
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Applicant |
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App. No. |
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Filed |
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Status |
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COMPUTER IMPLEMENTED SYSTEM AND METHOD FOR ASSOCIATING PRESCRIPTION DATA AND DE-DUPLICATION |
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SOURCE HEALTHCARE ANALYTICS, LLC |
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14/973,065 |
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Dec. 17, 2015 |
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Source Healthcare Analytics, LLC was assigned a patent application no. 13/008,102, filed January 18, 2011 (published as US 2012/0185264 A1, on July 19, 2012 (now abandoned)). A continuation of this application was filed, no. 14/973,065, on December 17, 2015 (published as US 2016/0103976 A1, on April 14, 2016 (now pending)). |
SCHEDULE VI
TO SUPPLEMENT NO. 1 TO THE
SECURITY AGREEMENT
MATERIAL INBOUND EXCLUSIVE LICENSES IN U.S. REGISTERED TRADEMARKS AND TRADEMARKS APPLICATIONS
See Schedule VII, as applicable.
SCHEDULE VII
TO SUPPLEMENT NO. 1 TO THE
SECURITY AGREEMENT
U.S. REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS
Parallel 6, Inc. Trademarks
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Owner |
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Xxxx |
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App./Reg. No. |
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Parallel 6, Inc. |
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CLINICAL6 — AN MCLINICAL PLATFORM FOR PATIENT ENROLLMENT, ENGAGEMENT, & MANAGEMENT |
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87/241493 |
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Parallel 6, Inc. |
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CLINICAL6 |
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87/241468 |
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Parallel 6, Inc. |
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PARALLEL6 |
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87/241454 |
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Parallel 6, Inc. |
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PARALLEL6 |
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87/241433 |
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Parallel 6, Inc. |
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CLIN6 |
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87/241,478 |
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Parallel 6, Inc. |
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NPRUV |
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4302736 |
Parallel 6, Inc. Domain Names
xxxxxxxxxxxxx.xxx
xxxxxx.xxx
xxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
xxxxxxxx0.xxx
XxxxxxxxXxxxx.xxx
xxxxxxxx0.xx
xxxxxxxx0.xxx
xxxxxxxx0.xxxx
xxxxxxxx0.xxx
xxxxxxxx0.xxx
xXxxx.xxx
xXxxx.xxx
xXxxx.xxx
Symphony Health Solutions Corporation and Source Healthcare Analytics, LLC Trademarks
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Xxxx |
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Owner |
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Country |
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Serial/ |
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Status |
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Symphony Health Solutions Corporation |
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USA |
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87/471,486 |
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Pending; filed 6/1/2017 |
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CUSTOMERSOURCE |
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Symphony Health Solutions Corporation |
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USA |
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87/424,315 |
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Pending; filed 4/25/2017 |
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IDV |
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Symphony Health Solutions Corporation |
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USA |
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4,770,340 |
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Registered 7/7/2015 |
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LAUNCHTRAC |
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Source Healthcare Analytics, LLC |
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USA |
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2,197,376 |
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Registered 10/20/1988 |
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NONRETAILSOURCE |
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Symphony Health Solutions Corporation |
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USA |
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87/424,289 |
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Pending; filed 4/25/2017 |
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PATIENTSOURCE |
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Symphony Health Solutions Corporation |
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USA |
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87/424,261 |
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Pending; filed 4/25/2017 |
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PAYERSOURCE |
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Symphony Health Solutions Corporation |
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USA |
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87/424,224 |
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Pending; filed 4/25/2017 |
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PHAST |
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Symphony Health Solutions Corporation |
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USA |
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87/471,438 |
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Pending; filed 6/1/2017 |
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PRESCRIBER SOURCE |
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Symphony Health Solutions Corporation |
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USA |
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87/424,208 |
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Pending; filed 4/25/2017 |
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SYMPHONYHEALTH and Design |
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Symphony Health Solutions Corporation |
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USA |
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87/424,005 |
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Pending; filed 4/25/2017 |
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SYMPHONY HEALTH |
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Symphony Health Solutions Corporation |
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USA |
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87/403,314 |
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Pending; filed 4/7/2017 |
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SYMPHONY HEALTH SOLUTIONS |
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Symphony Health Solutions Corporation |
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European Community |
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12187217 |
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Registered 2/26/2014 |
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SYMPHONY HEALTH SOLUTIONS |
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Symphony Health Solutions Corporation |
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USA |
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4,906,915 |
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Registered 3/1/2016 |
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SYMPHONY HEALTH SOLUTIONS and Design |
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Symphony Health Solutions Corporation |
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USA |
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4,906,916 |
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Registered 3/1/2016 |
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SYMPHONY HEALTHCLOUD |
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Symphony Health Solutions Corporation |
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USA |
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5,043,542 |
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Registered |
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VANTAGE |
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Symphony Health Solutions Corporation |
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USA |
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86/625,690 |
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Pending; filed 5/11/2015; suspended |
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SOURCE |
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Source Healthcare Analytics, LLC |
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USA |
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2,062,766 |
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Registered 5/20/1997 |
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TRULIFT |
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Symphony Health Solutions Corporation |
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USA |
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87/505,421 ITU |
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Pending; filed 6/26/2017 |
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MEDIASTAT |
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Symphony Health Solutions Corporation |
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USA |
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87/505,358 ITU |
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Pending; filed 6/26/2017 |
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PRESIGHT |
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Symphony Health Solutions Corporation |
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USA |
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87/505,406 ITU |
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Pending; filed 6/26/2017 |
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Xxxx |
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Owner |
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Country |
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Serial/ |
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Status |
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SYMPHONY SPOTLIGHT |
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Symphony Health Solutions Corporation |
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USA |
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87/505,327 ITU |
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Pending; filed 6/26/2017 |
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SYNOMA |
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Symphony Health Solutions Corporation |
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USA |
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86/567,753 ITU |
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Pending; filed 3/18/2015 |
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SYNOMAID |
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Symphony Health Solutions Corporation |
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USA |
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86/567,771 ITU |
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Pending; filed 3/18/2015 |
Symphony Health Solutions Corporation and Source Healthcare Analytics, LLC Domain Names:
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Domain Name |
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Expiration Date |
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7/30/2019 |
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1/31/2019 |
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4/29/2018 |
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5/1/2018 |
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6/28/2018 |
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1/16/2019 |
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6/23/2018 |
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6/29/2018 |
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7/6/2018 |
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6/29/2018 |
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7/5/2018 |
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4/29/2019 |
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4/16/2018 |
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5/1/2018 |
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4/16/2018 |
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4/28/2018 |
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4/29/2018 |
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4/28/2018 |
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4/29/2018 |
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5/1/2018 |
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6/11/2018 |
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3/31/2018 |
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4/1/2018 |
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Domain Name |
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Expiration Date |
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4/1/2018 |
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Expiration Date |
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XXXXXXXXXXXXXXXXXXXXXXXXX.XX |
|
3/31/2018 |
|
XXXXXXXXXXXXXXXXX.XXX |
|
7/22/2018 |
|
XXXXXXXXXXXXXXXXX.XXXX |
|
7/22/2018 |
|
XXXXXXXXXXXXXXXXX.XXX |
|
7/22/2018 |
|
XXXXXXXXXXXXXXXXX.XXX |
|
7/22/2018 |
|
XXXXXXXXXXXXXXXXX.XX |
|
7/21/2018 |
|
XXXXXXXX.XXX |
|
3/31/2018 |
|
XXXXXXXX.XX |
|
4/1/2018 |
|
XXXXXXXX.XX |
|
3/31/2018 |
|
XXXXXXXX.XXX |
|
3/23/2018 |
|
XXXXXXXX.XXXX |
|
4/1/2018 |
|
XXXXXXXX.XXXX |
|
4/1/2018 |
|
XXXXXXXX.XXX |
|
4/1/2018 |
|
XXXXXXXX.XXX |
|
4/1/2018 |
|
XXXXXXXX.XX |
|
3/31/2018 |
|
XXXXXXXXX.XXX |
|
3/31/2018 |
|
XXXXXXXXX.XX |
|
4/1/2018 |
|
XXXXXXXXX.XX |
|
3/31/2018 |
|
XXXXXXXXX.XXX |
|
4/1/2018 |
|
XXXXXXXXX.XXXX |
|
4/1/2018 |
|
XXXXXXXXX.XXXX |
|
4/1/2018 |
|
XXXXXXXXX.XXX |
|
4/1/2018 |
|
XXXXXXXXX.XXX |
|
4/1/2018 |
|
XXXXXXXXX.XX |
|
3/31/2018 |
SCHEDULE VIII
TO SUPPLEMENT NO. 1 TO THE
SECURITY AGREEMENT
COMMERCIAL TORT CLAIMS
None.
