Common use of Patent Collateral Clause in Contracts

Patent Collateral. All of the Assignor's right, title and interest in and to all of the Patents, the Patent License Rights, and all other Patent Rights, and all additions, improvements, and accessions to, all substitutions for and replacements of, and all products and Proceeds (including insurance proceeds) of any and all of the foregoing, and all books and records and technical information and data describing or used in connection with any and all such rights, interests, assets or property; PROVIDED, HOWEVER, the term "Patent Collateral" shall not include any Patent License Rights which are now or hereafter held by the Assignor as licensee to the extent that (i) any licensing arrangement in favor of the Assignor, or to which the Assignor is a party, is not assignable or capable of being encumbered as a matter of law or under the terms of such licensing arrangement (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof and (ii) such consent has not been obtained; PROVIDED, FURTHER, THAT, the term "Patent Collateral" shall include (A) any and all proceeds of such licensing arrangements to the extent it is not so restricted and (B) upon any such licensor or lessor consent with respect to any such otherwise excluded licensing arrangements being obtained, thereafter such Patent License Rights as well as any proceeds thereof that might have been excluded from such term.