Common use of Grant of Security Interest in Patent Collateral Clause in Contracts

Grant of Security Interest in Patent Collateral. The Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties a Lien on and security interest in and to all of the right, title and interest of the Pledgor in, to and under all following Pledged Collateral of the Pledgor, in each case excluding Excluded Assets, whether now existing or hereafter arising or acquired from time to time (collectively, the “Patent Collateral”): whether now owned or held, or hereafter acquired or created by or assigned to such Pledgor, all patents and patent applications issued or applied for in the United States listed on Schedule 1 attached hereto, together with any and all (i) rights and privileges arising under applicable law with respect to the use of any of the foregoing, (ii) inventions and improvements described and claimed therein, (iii) reissues, substitutions, reexaminations, divisions, renewals, extensions, continuations and continuations-in-part thereof and amendments thereto, (iv) rights to proceeds, income, fees, royalties, damages and payments now or hereafter due and/or payable thereunder and with respect thereto including damages, claims and payments for past, present or future infringements or other violations thereof, (v) rights to s▇▇ or otherwise recover for past, present or future infringements or other violations thereof and (vi) rights corresponding thereto throughout the world.

Grant of Security Interest in Patent Collateral. The Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties a Lien on and security interest in and to all of the right, title and interest of the Pledgor in, to and under all following Pledged Collateral of the Pledgor, in each case excluding Excluded Assets, whether now existing or hereafter arising or acquired from time to time (collectively, the “Patent Collateral”): whether now owned or held, or hereafter acquired or created by or assigned to such Pledgor, all patents and patent applications (whether issued or applied for in for), including the United States patents and patent applications, listed on Schedule 1 attached hereto, together with any and all (i) rights and privileges arising under applicable law Legal Requirements with respect to the use of any of the foregoing, (ii) inventions and improvements described and claimed therein, (iii) reissues, substitutionssubstitutes, reexaminations, divisions, renewals, extensions, continuations and continuations-in-part thereof and amendments thereto, (iv) rights to proceeds, income, fees, royalties, damages and payments now or hereafter due and/or payable thereunder and with respect thereto including damages, claims and payments for past, present or future infringements or other violations thereof, (v) rights to s▇▇▇ or otherwise recover for past, present or future infringements or other violations thereof and (vi) rights corresponding thereto throughout the world.

Grant of Security Interest in Patent Collateral. The Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties a Lien on and security interest in and to all of the right, title and interest of the Pledgor in, to and under all following Pledged Collateral of the Pledgor, in each case excluding Excluded Assets, whether now existing or hereafter arising or acquired from time to time (collectively, the “Patent Collateral”): whether now owned or held, or hereafter acquired or created by or assigned to such Pledgor, all patents and patent applications (whether issued or applied for in for), including the United States patents and patent applications, listed on Schedule 1 attached hereto, together with any and all (i) rights and privileges arising under applicable law with respect to the use of any of the foregoing, (ii) inventions and improvements described and claimed therein, (iii) reissues, substitutionssubstitutes, reexaminations, divisions, renewals, extensions, continuations and continuations-in-part thereof and amendments thereto, (iv) rights to proceeds, income, fees, royalties, damages and payments now or hereafter due and/or payable thereunder and with respect thereto including damages, claims and payments for past, present or future infringements or other violations thereof, (v) rights to s▇▇ sue or otherwise recover for past, present or future infringements or other violations thereof and (vi) rights corresponding thereto throughout the world.

Grant of Security Interest in Patent Collateral. The Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties a Lien on and security interest in and to all of the right, title and interest of the Pledgor in, to and under all following Pledged Collateral of the Pledgor, in each case excluding Excluded Assets, whether now existing or hereafter arising or acquired from time to time (collectively, the “Patent Collateral”): whether now owned or held, or hereafter acquired or created by or assigned to such Pledgor, all patents and patent applications issued or applied for in the United States listed on Schedule 1 attached hereto, together with any and all (i) rights and privileges arising under applicable law with respect to the use of any of the foregoing, (ii) inventions and improvements described and claimed therein, (iii) reissues, substitutions, reexaminations, divisions, renewals, extensions, continuations and continuations-in-part thereof and amendments thereto, (iv) rights to proceeds, income, fees, royalties, damages and payments now or hereafter due and/or payable thereunder and with respect thereto including damages, claims and payments for past, present or future infringements or other violations thereof, (v) rights to s▇▇▇ or otherwise recover for past, present or future infringements or other violations thereof and (vi) rights corresponding thereto throughout the world.

Grant of Security Interest in Patent Collateral. The Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties a Lien on and security interest in and to all of the right, title and interest of the Pledgor in, to and under all following Pledged Collateral of the Pledgor, in each case excluding Excluded Assets, whether now existing or hereafter arising or acquired from time to time (collectively, the “Patent Collateral”): whether now owned or held, or hereafter acquired or created by or assigned to such Pledgor, all patents and patent applications (whether issued or applied for in for), including the United States patents and patent applications, listed on Schedule 1 attached hereto, together with any and all (i) rights and privileges arising under applicable law with respect to the use of any of the foregoing, (ii) inventions and improvements described and claimed therein, (iii) reissues, substitutionssubstitutes, reexaminations, divisions, renewals, extensions, continuations and continuations-in-part thereof and amendments thereto, (iv) rights to proceeds, income, fees, royalties, damages and payments now or hereafter due and/or payable thereunder and with respect thereto including damages, claims and payments for past, present or future infringements or other violations thereof, (v) rights to s▇▇▇ or otherwise recover for past, present or future infringements or other violations thereof and (vi) rights corresponding thereto throughout the world.

Grant of Security Interest in Patent Collateral. The Pledgor SECTION 2.1. Each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent Agent, its successors and assigns, for the ratable benefit of the Secured Parties Parties, a Lien on and security interest in (the “Security Interest”) in, all right, title or interest in, to or under any and to all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title and or interest of the Pledgor in, to and under all following Pledged Collateral of the Pledgor, in each case excluding Excluded Assets, whether now existing or hereafter arising or acquired from time to time (collectively, the “Patent Collateral”): whether now owned ): (a) all letters patent of the United States or held, or hereafter acquired or created by or assigned to such Pledgorthe equivalent thereof in any other country, all patents registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications issued or applied for in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule 1 A attached hereto, together with any and (b) all (i) rights and privileges arising under applicable law Law with respect to the such Grantor’s use of any of the foregoingpatents, (iic) all inventions and improvements described and claimed therein, (iiid) all reissues, substitutions, reexaminations, divisions, continuations, renewals, extensions, continuations extensions and continuations-in-part thereof and amendments thereto, (ive) rights to proceeds, all income, fees, royalties, damages damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto to any of the foregoing including damages, claims damages and payments for past, present or future infringements or other violations thereof, (vf) all rights corresponding thereto throughout the world and (g) rights to s▇▇▇ or otherwise recover for past, present or future infringements or other violations thereof and (vi) rights corresponding thereto throughout the worldthereof.

Grant of Security Interest in Patent Collateral. The Pledgor As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, each Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the applicable Secured Parties, and hereby grants to the Collateral Agent Agent, its successors and permitted assigns, for the ratable benefit of the applicable Secured Parties Parties, a Lien on and security interest in all of such Grantor’s right, title, and interest in or to any and all of the following Intellectual Property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title and or interest of the Pledgor in, to and under all following Pledged Collateral of the Pledgor, in each case excluding Excluded Assets, whether now existing or hereafter arising or acquired from time to time (collectively, the “Patent Collateral”): whether now owned or held, or hereafter acquired or created by or assigned to such Pledgor, ): (a) all patents and letters patent applications issued or applied for in of the United States or the equivalent thereof in any other country or jurisdiction, including those listed on Schedule 1 attached heretoI, together with any and all applications for letters patent of the United States or the equivalent thereof in any other country or jurisdiction, including those listed on Schedule I; (ib) all provisionals, reissues, extensions, continuations, divisions, continuations-in-part, reexaminations or revisions thereof, and the inventions disclosed or claimed therein, including the right to make, use, import and/or sell the inventions disclosed or claimed therein; (c) all claims for, and rights and privileges arising under applicable law with respect to the use ▇▇▇ for, past or future infringements of any of the foregoing, ; and (iid) inventions and improvements described and claimed therein, (iii) reissues, substitutions, reexaminations, divisions, renewals, extensions, continuations and continuations-in-part thereof and amendments thereto, (iv) rights to proceeds, all income, fees, royalties, damages and payments now or hereafter due and/or and payable thereunder and with respect thereto to any of the foregoing, including damages, claims damages and payments for past, present past or future infringements or other violations infringement thereof, (v) rights to s▇▇ or otherwise recover for past, present or future infringements or other violations thereof and (vi) rights corresponding thereto throughout the world.

Grant of Security Interest in Patent Collateral. The Pledgor As security for the payment in full of the Secured Obligations, the Grantor hereby pledges and grants to the Collateral Agent Grantee for the ratable benefit of the Secured Parties a Lien on and security interest in and to all of the its right, title and interest of the Pledgor in, to and under (a) all following Pledged Collateral letters patent of the Pledgor, in each case excluding Excluded Assets, whether now existing United States or hereafter arising or acquired from time to time (collectively, the “Patent Collateral”): whether now owned or held, or hereafter acquired or created by or assigned to such Pledgorany other jurisdiction, all patents registrations thereof, and all applications for letters patent of the United States or any other jurisdiction, including registrations and pending applications issued or applied for in the United States Patent and Trademark Office, including those United States patents and applications for United States patents that are listed on Schedule 1 I attached hereto, together with any and (b) all (i) rights and privileges arising under applicable law Applicable Law with respect to the use of any of the foregoingsuch patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, substitutionsdivisions, reexaminations, divisionscontinuations, renewals, extensions, continuations extensions and continuations-in-part thereof and amendments thereto, (iv) rights to proceeds, income, fees, royalties, damages damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages, claims damages and payments for past, present or future infringements or other violations Infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to s▇▇▇ or otherwise recover for past, present or future infringements or other violations thereof and (vi) rights corresponding thereto throughout the worldInfringements thereof.

Grant of Security Interest in Patent Collateral. The Pledgor hereby pledges In furtherance and grants as confirmation of the Security Interest granted by each of the Grantors to the Collateral Agent Agent, its successors and assigns, for the ratable benefit of the Credit Parties, under the Security Agreements, and as further security for the payment or performance, as the case may be, in full of its respective Secured Parties Obligations, each Grantor hereby ratifies such Security Interest and grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Credit Parties, a Lien on and security interest in and to all of the such Grantor’s right, title and interest of the Pledgor in, to and under all the following Pledged Collateral property of the Pledgor, in each case excluding Excluded Assets, Grantor whether now existing owned or now due, or in which any Grantor has an interest now, or hereafter arising acquired, arising, or acquired from time to time become due, or in which any Grantor obtains any interest and all products, Proceeds, substitutions, Accessions of or to the following property (collectively, the “Patent Collateral”): whether now owned ): (a) all patents and applications for patents issued or heldpending under the laws of the United States, any other country, or hereafter acquired or created by or assigned to such Pledgorany political subdivision thereof, and the inventions and improvements therein disclosed, and any and all divisions, revisions, reissues, continuations, continuations-in-part, extensions, and reexaminations of said patents including the patents and patent applications issued or applied for in the United States listed on Schedule 1 attached heretoEXHIBIT A annexed hereto and made a part hereof; (b) all agreements to which a Grantor is a party, together with whether written or oral, providing for the grant by or to any and Grantor of any right under any Patent; (c) all (i) rights and privileges arising under applicable law with respect to the use renewals of any of the foregoing, ; (iid) inventions and improvements described and claimed therein, (iii) reissues, substitutions, reexaminations, divisions, renewals, extensions, continuations and continuations-in-part thereof and amendments thereto, (iv) rights to proceeds, all income, fees, royalties, damages and payments now or and hereafter due and/or payable thereunder under and with respect thereto to any of the foregoing, including damages, claims payments under all Licenses entered into in connection therewith and damages and payments for past or future infringements, misappropriations, dilutions or other violations thereof; (e) the right to ▇▇▇ for past, present or and future infringements infringements, misappropriations, dilutions or other violations thereofof any of the foregoing, and any money damages awarded or received by the Grantors on account of such suit (vor the threat of such suit); and (f) all of the Grantors’ rights of priority and protection corresponding to s▇▇ or otherwise recover for past, present or future infringements or other violations thereof and (vi) rights corresponding thereto any of the foregoing throughout the world; provided however that the Patent Collateral shall not include, and the Security Interest and the security interest granted hereunder shall not attach to (a) any lease, license, contract or agreement to which any Grantor is a party (including any of its rights or interests thereunder) or any asset or property rights of such Grantor of any nature to the extent that the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Grantor under such lease, license, contract, agreement, asset or property right or result in such Grantor’s loss of use of such asset or property right or (ii) a breach or termination pursuant to the terms of such lease, license, contract or agreement, or a default under, any such lease, license, contract, agreement or property right (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable Law (including the bankruptcy code) or principles of equity) and (b) any lease, license, contract or agreement to which any Grantor is a party (including any of its rights or interests thereunder) or any asset or property right of any nature to the extent that any applicable Law prohibits the creation of a security interest thereon (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable Law or principles of equity).

Grant of Security Interest in Patent Collateral. The As security for the payment or performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Obligations, the Pledgor hereby pledges and grants to the Collateral Agent Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties a Lien on and security interest in and to all of the its right, title and interest in or to the following Article 9 Collateral of the Pledgor in, to and under all following Pledged Collateral of the Pledgor, in each case excluding Excluded Assets, whether now existing or hereafter arising or acquired from time to time (collectively, the “Patent Collateral”): whether now owned or held, or hereafter acquired or created by or assigned to such Pledgor, all patents and patent applications issued or applied for in ): (a) the United States Patents of the Pledgor listed on Schedule 1 I attached hereto; (b) all provisionals, together with any reissues, extensions, continuations, divisions, continuations-in-part, reexaminations or revisions thereof, and the inventions disclosed or claimed therein, including the right to make, use, import and/or sell the inventions disclosed or claimed therein; and (c) all (i) claims for, and rights and privileges arising under applicable law with respect to the use ▇▇▇ for, past or future infringements of any of the foregoing, ; (iid) inventions and improvements described and claimed therein, (iii) reissues, substitutions, reexaminations, divisions, renewals, extensions, continuations and continuations-in-part thereof and amendments thereto, (iv) rights to proceeds, all income, fees, royalties, damages and payments now or hereafter due and/or and payable thereunder and with respect thereto to any of the foregoing, including damages, claims damages and payments for past, present past or future infringements or infringement thereof; and (e) all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing (in each case (a) through (e), other violations thereof, (v) rights to s▇▇ or otherwise recover for past, present or future infringements or other violations thereof and (vi) rights corresponding thereto throughout the worldthan Excluded Assets).