Additional Intellectual Property Clause Samples

Additional Intellectual Property. Intellectual Property developed -------------------------------- subsequent to the effective date of this Agreement shall be the property of the developing party. Intellectual Property developed solely by ▇▇▇▇▇▇▇ Research personnel, agents, or consultants, including ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ when he is acting as a consultant, shall be outside the scope of this Agreement and may be exploited without accounting to BURF. Intellectual Property developed under the RESEARCH AGREEMENT between ▇▇▇▇▇▇▇ Research and ▇▇▇▇▇ University shall be treated as set forth in the RESEARCH AGREEMENT and shall be added from time to time to Exhibit A or B hereto as appropriate. Intellectual Property developed jointly by ▇▇▇▇▇ and ▇▇▇▇▇▇▇ Research personnel but not under the RESEARCH AGREEMENT as, for example, during the course of technology transfer shall be jointly owned and shall be added to Exhibit B as appropriate. Intellectual Property developed by ▇▇▇▇▇ independent of the RESEARCH AGREEMENT may, at the discretion of ▇▇▇▇▇, be offered to ▇▇▇▇▇▇▇ Research for inclusion in Exhibit A. Anything to the contrary notwithstanding, if during the course of prosecution of patent applications on inventions listed in Exhibit A, any additions, continuations, continuations-in-part or other modifications of the original application are made which involve ▇▇▇▇▇▇▇ Research personnel, agents or consultants, the inclusion of such personnel, agents or consultants as inventors will not serve to change the ownership of such patent application from solely BURF to jointly owned and will not result in any transfer of such Intellectual Property from Exhibit A to Exhibit B.

Additional Intellectual Property. If at any time subsequent to the Closing Buyer determines in the exercise of its reasonable judgment that Intellectual Property (other than Intellectual Property included in the Excluded Assets) owned or used by the Seller in the conduct of the Business by the Seller was not conveyed to Buyer as part of the Acquired Intellectual Property, Seller shall (a) promptly provide the Intellectual Property to Buyer (i) by transfer, if the Intellectual Property is owned by Seller and used exclusively in the Business, or (ii) by license (on terms provided for in the License Agreement), if the Intellectual Property is owned by Seller and used by Seller in multiple lines of business including the Business, at no cost to Buyer, or (b) if the Intellectual Property is licensed to Seller by an unrelated third party, prior to expiration of Phase 1 of the Transition Services Agreement, obtain a license for Buyer to use the Intellectual Property on terms comparable to the license applicable to Seller for the Intellectual Property. The cost of the license(s) shall be borne solely by Seller except with respect to licensed Intellectual Property that typically requires a periodic license fee, in which case the Seller shall pay the license fee through December 31, 2011.

Additional Intellectual Property. Each Grantor shall execute and deliver any and all documents, each in form and substance satisfactory to Administrative Agent, as Administrative Agent may reasonably request to evidence and perfect Administrative Agent’s Lien on any Intellectual Property.

Additional Intellectual Property. Borrower shall promptly notify Lender on or before the federal registration or filing by Borrower of any patent or patent application, or trademark or trademark application, or copyright or copyright application and shall promptly execute and deliver to Lender any grants of security interests in same, in form acceptable to Lender, to file with the United States Patent and Trademark Office or the United States Copyright Office, as applicable.

Additional Intellectual Property. If any Grantor shall at any time after the date hereof (a) obtain any rights to any additional Intellectual Property Collateral or (b) become entitled to the benefit of any additional Intellectual Property Collateral or any registration, renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (a) or (b) of this Section 2.13.3 with respect to such Grantor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the lien and security interest created by this Agreement without further action by any party. Each Grantor shall promptly (and in any event no later than in connection with delivery of its next succeeding quarterly financial statement) (i) provide to the Secured Party written notice of any of the foregoing and (ii) upon the Secured Party’s reasonable request, confirm the attachment of the lien and security interest created by this Agreement to any rights described in clauses (a) and (b) of the immediately preceding sentence of this Section 2.13.3 by execution of an instrument in form reasonably acceptable to the Secured Party and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Secured Party’s security interest in such Intellectual Property Collateral. Further, each Grantor authorizes the Secured Party to modify this Agreement by amending Exhibit A hereof to include any such Intellectual Property Collateral of such Grantor.

Additional Intellectual Property. Concurrently with the delivery of a Compliance Certificate in connection with the delivery of the financial statements described in Section 8.1(b) (and at such other times as Lender may reasonably request), Borrower shall (a) provide Lender with a report of all new patentable, copyrightable or trademarkable materials acquired or generated by Borrower or any Guarantor during the prior period which has been registered and the filing office in which the registration has been made, and (b) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such Intellectual Property as being subject to the security interests created thereunder, and (c) execute and deliver to Lender at Lender’s request security agreements with respect to such Intellectual Property for filing with the appropriate filing office.

Additional Intellectual Property. Administrative Borrower further certifies that since the date of the last Compliance Certificate delivered by Administrative Borrower to Lender, Borrowers have filed applications for or have registered the following additional Copyrights, Patents and/or Trademarks: ☐ None ☐ As indicated below:

Additional Intellectual Property. Additional Intellectual Property shall mean and automatically include all New IP, upon payment by Licensee of the applicable Fee required in accordance with the applicable research agreement under which such New IP was created, without any Additional Payments, except additional Payments resulting from Running Royalties and Sublicense Fees as set forth in Section 11.4 and 11.5 of the EPLA. For the sake of clarity, the term “Fee” shall mean the amount set forth in the research agreement under which such New IP was recreated.

Additional Intellectual Property. Each Grantor shall give Collateral Agent prompt written notice if such Grantor shall obtain rights to or become entitled to the benefit of any Intellectual Property not identified on Schedule 3.16 (other than Second Tier Collateral that is not subject to a Perfection Requirement). Each Grantor shall execute and deliver any and all documents and shall provide to Collateral Agent an officer’s certificate confirming that such execution and delivery are appropriate and complete to evidence Collateral Agent’s lien on such Intellectual Property.