IP Proceeds means, collectively, all cash, Accounts, license and royalty fees, claims, products, awards, judgments, insurance claims, and other revenues, proceeds or income, arising out of, derived from or relating to any Intellectual Property of any Credit Party, and any claims for damage by way of any past, present or future infringement of any Intellectual Property of any Credit Party (including, without limitation, all cash, royalty fees, other proceeds, Accounts and General Intangibles that consist of rights of payment to or on behalf of a Credit Party and the proceeds from the sale, licensing or other disposition of all or any part of, or rights in, any Intellectual Property by or on behalf of a Credit Party).
IP Proceeds has the meaning set forth in Schedule 9.1.
IP Proceeds means all accounts, general intangibles, license and royalty fees and other revenues, proceeds, income or rights to payment arising out of or relating to the use, sale, licensing, financing or disposition of any of the Intellectual Property (nothing herein implying Administrative Agent’s consent to any such sale, licensing, financing or disposition).
Examples of IP Proceeds in a sentence
Borrower shall execute documents and take such other actions as Agent shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Agent, for the ratable benefit of Lenders, in the IP Proceeds (as defined in Exhibit A) pertaining to the Excluded Intellectual Property Collateral.
Notwithstanding the foregoing, I/we shall not have the right to object to details contained in a monthly statement if those details have already been previously stated in the trading confirmation which have been accepted by me/us as true and accurate.
More Definitions of IP Proceeds
IP Proceeds means, collectively, all cash, Accounts, license and royalty fees, claims, products, awards, judgments, insurance claims, and other revenues, proceeds or income, arising out of, derived from or relating to any Intellectual Property of any Loan Party, and any claims for damage by way of any past, present or future infringement of any Intellectual Property of any Loan Party (including, without limitation, all cash, royalty fees, other proceeds, Accounts and General Intangibles that consist of rights of payment to or on behalf of a Loan Party and the proceeds from the sale, licensing or other disposition of all or any part of, or rights in, any Intellectual Property by or on behalf of a Loan Party). Agent and Lenders further acknowledge that the Collateral shall not include more than 66% of the voting securities of any Subsidiary that is not organized under the Laws of the United States or any of its states if such pledge would cause a material increase in the Borrower’s federal income tax liability. Pursuant to the terms of a certain negative pledge arrangement with Agent and Lenders, Borrower has agreed not to encumber any of its Intellectual Property without Agent’s and Lenders’ prior written consent.
IP Proceeds or “Proceeds” has the meaning set forth in Section 2.
IP Proceeds means, collectively, all cash, Accounts, license and royalty fees, claims, products, awards, judgments, insurance claims, and other revenues, proceeds or income, arising out of, derived from or relating to any Excluded Intellectual Property Collateral of any Credit Party, and any claims for damage by way of any past, present or future infringement of any Excluded Intellectual Property Collateral of any Credit Party (including, without limitation, all cash, royalty fees, other proceeds, Accounts and General Intangibles that consist of rights of payment to or on behalf of a Credit Party and the proceeds from the sale, licensing or other disposition of all or any part of, or rights in, any Excluded Intellectual Property Collateral by or on behalf of a Credit Party). Pursuant to the terms of a certain negative pledge arrangement with Agent and Lenders, Xxxxxxxx has agreed not to encumber any of its Intellectual Property without Agent’s and Lenders’ prior written consent. TO: MidCap Financial Trust, as Agent FROM: BioDelivery Sciences International, Inc., Arius Pharmaceuticals, Inc., and Arius Two, Inc. DATE: , 201 The undersigned authorized officer of BioDelivery Sciences, Inc., a Delaware corporation, Arius Pharmaceuticals, Inc., a Delaware corporation, and Arius Two, Inc., a Delaware corporation (collectively and in the singular, “Borrower”), certifies that under the terms and conditions of the Amended and Restated Credit and Security Agreement between Borrower, Agent and the Lenders (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Agreement”):
IP Proceeds means all Accounts, General Intangibles, license and royalty fees and other revenues, Proceeds, income or rights to payment arising out of or relating to the use, sale, licensing, financing or disposition of any of the Excluded Property (nothing herein implying the secured party’s consent to any such sale, licensing, financing or disposition). Pursuant to the terms of a certain negative pledge arrangement with Administrative Agent, each Borrower has agreed not to encumber any of the Excluded Property without the Required Lender’s prior written consent.
IP Proceeds means proceeds received by the Company and its Subsidiaries on account of any Disposition of Intellectual Property, including applicable proceeds from Permitted IP Licenses, excluding royalty or subscription payments payable on a regular periodic basis or payable on customary terms for royalty payments, calculated based on revenues, sales, units or other customary metrics. For the sake of clarity, IP Proceeds shall include all upfront payments, any guaranteed payments (other than any guaranteed royalty or subscription payments of the type described in the foregoing sentence) and any milestone payments (whether time based or based on the achievement of performance or other hurdles). “Issue Date” means August 8, 2024. “Last Original Issue Date” means (A) with respect to any Notes issued pursuant to the Exchange Agreement, and any Notes issued in exchange therefor or in substitution thereof, the Issue Date; and (B) with respect to any other Notes, if any, and any Notes issued in exchange therefor or in substitution thereof, either (i) the date such Notes are originally issued or (ii) such other date as is specified in an Officer’s Certificate delivered to the Trustee before the original issuance of such Notes. “Last Reported Sale Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing sale price is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last bid prices and the average last ask prices per share) of Common Stock on such Trading Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common Stock is not listed on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid price per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid-point of the last bid price and the last ask price per share of Common Stock on such Trading Day from a nationally recognized independent investment banking firm selected by the Company. Neither the Trustee nor the Conversion Agent will have any duty to determine the Last Reported Sale Price. The Last Reported Sal...
IP Proceeds means, collectively, all cash, Accounts, license and royalty fees, claims, products, awards, judgments, insurance claims, and other revenues, proceeds or income, arising out of, derived from or relating to any Intellectual Property of any Borrower, and any claims for damage by way of any past, present or future infringement of any Intellectual Property of any Borrower (including, without limitation, all cash, royalty fees, other proceeds, Accounts and General Intangibles that consist of rights of payment to or on behalf of a Borrower and the proceeds from the sale, licensing or other disposition of all or any part of, or rights in, any Intellectual Property by or on behalf of a Borrower). Pursuant to the terms of a certain negative pledge arrangement with Collateral Agent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property. The undersigned, being the duly elected and acting Chief Financial Officer of PEREGRINE PHARMACEUTICALS, INC., a Delaware corporation, for and on behalf of each Borrower under the Loan Agreement (as defined below), with offices located at 00000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000 (collectively, “Borrower”), does hereby certify to OXFORD FINANCE LLC (“Oxford” and “Lender”), as collateral agent (the “Collateral Agent”) in connection with that certain Loan and Security Agreement dated as of August 30, 2012, by and among Borrower, Collateral Agent and the Lenders from time to time party thereto (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that:
IP Proceeds means proceeds received by the Company and its Subsidiaries on account of any Disposition of Intellectual Property, including applicable proceeds from Permitted IP Licenses, excluding royalty or subscription payments payable on a regular periodic basis or payable on customary terms for royalty payments, calculated based on revenues, sales, units or other customary metrics. For the sake of clarity, IP Proceeds shall include all upfront payments, any guaranteed payments (other than any guaranteed royalty or subscription payments of the type described in the foregoing sentence) and any milestone payments (whether time based or based on the achievement of performance or other hurdles). “Issue Date” means August 8, 2024. “Lien” means, with respect to any asset, (A) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset; (B) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing), other than an operating lease, relating to such asset; and (C) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. “Liquidity” means, as of any date of determination, the sum of (i) unused commitments then available to be drawn under the Permitted ABL Facility plus (ii) (A) on or prior to November 6, 2024, unrestricted cash and Cash Equivalents of the Company and the Subsidiary Guarantors and (B) after November 6, 2024, unrestricted cash and Cash Equivalents of the Company and its Subsidiaries that is subject to a Control Agreement (as defined in the Security Agreement) in favor of the Collateral Agent, in each case free and clear of any Liens (other than non-consensual Liens permitted by Section 3.10; Liens in favor of the depositary bank that arise by operation of law; customary Liens in favor of the depositary bank set forth in applicable treasury management agreements; the Liens in favor of the Collateral Agent; and Liens securing the Permitted ABL Facility or the Second Lien Indebtedness). “Luminar China Subsidiary” means Luminar Technologies (Xiamen) Co., Ltd. “Make-Whole Amount” means, with respect to any Note that is accelerated or redeemed on or prior to August 8, 2025, an amount equal to the present value at the date of such acceleration or redemption of all required remaining scheduled i...