“USPTO”: the U.S. Patent and Trademark Office.

Intellectual Property. The Administrative Agent shall have received security agreements duly executed by the applicable Credit Parties for all federally registered copyrights, copyright applications, patents, patent applications, trademarks and trademark applications included in the Collateral, in each case in proper form for filing with the U.S. Patent and Trademark Office or U.S. Copyright Office, as applicable.

Proceedings Before the Patent and Trademark Office. In the event that the PatentRightsbecomesubjecttoanyactionthroughtheUnitedStatesPatentandTrademarkOffice (“USPTO”), including but not limited to a request for reexamination, inter partes review, or post grant review, BJC will not be obligated to represent Client as to those matters before the USPTO. Client shall be responsible for retaining competent patent counsel to represent it in such matters, if necessary. BJC agrees to assist patent counsel as necessary and in its sole discretion in such matters before the USPTO. If the Client requests, BJC will handle any inter partesreview

Patent and Trademark Disputes. Notwithstanding [Section 14.5.2], and without prejudice to CytomX’s rights pursuant to [Section 13.2.4] or Regeneron’s rights pursuant to [Section 13.3.4(b)], any dispute, controversy or claim relating to the inventorship, scope, validity, enforceability or infringement of any Patent Rights, or the scope, validity, enforceability or infringement of any trademark used in connection with, the Exploitation of Products shall be submitted to a court of competent jurisdiction in the country in which such Patent Rights or trademark rights were granted or arose.

Patent and Trademark Disputes. Notwithstanding Section 17.1, any dispute, controversy or claim relating to the scope, validity, enforceability or infringement of any Unum Background Patents, Unum Program IP, SGI Background Patents, SGI Program IP or Marks covering the manufacture, use, importation, offer for sale or sale of Products will be submitted to a court of competent jurisdiction in the country in which such patent or trademark rights were granted or arose.

United States Patent and Trademark office

Size. The principal amount of all commitments in respect of Incremental Revolving Facility Increases received pursuant to this Section 2.21, in the aggregate for all Incremental Revolving Facility Increases, shall not exceed $50.0 million.

Entity Status; Dissolution. ​ shall maintain its valid legal existence and (if ​ is not organized in the State in which the Land is located) its qualification to do business in such jurisdiction. Furthermore, without limiting the provisions of [Article V] of this Agreement, ​ shall not # engage in any division, dissolution, liquidation or consolidation or merger with or into any other business entity, # engage in any business activity not related to the ownership and operation of the Property, # transfer, lease or sell, in one transaction or any combination of transactions, all or substantially all of the properties or assets of ​ except to the extent permitted by the Loan Documents, # modify, amend, waive or terminate its organizational documents or its qualification and good standing in any jurisdiction or # cause or permit the SPE Party to # divide into two (2) or more separate entities, dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which the SPE Party would be divided, dissolved, wound up or liquidated in whole or in part, or # amend, modify, waive or terminate the certificate of incorporation or bylaws of the SPE Party, in each case, without obtaining the prior consent of ​.

When the filings in subsection # of this Section are made and when, if applicable, the Patent Security Agreements and the Trademark Security Agreements are filed in the United States Patent and Trademark Office and the Copyright Security Agreements are filed in the United States Copyright Office, each Lien created under the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in the Patents, Trademarks and Copyrights, if any, in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person.

The Grantors have registered, or are taking all commercially reasonable steps to register, all material Copyrights, exclusive Copyright Licenses, Patents, and Trademarks with the U.S. Copyright Office, the U.S. Patent and Trademark Office or any applicable office or agency in any other country or political subdivision. [Annexes D], E, and F correctly set forth all material or registered Copyrights, Copyright Licenses (other than non-exclusive licenses for commercially available software), Patents, Patent Licenses (other than non-exclusive licenses for commercially available software), Trademarks, and Trademark Licenses (including, in each case, all applications for registrations thereof) as of the date hereof or as of the date of the most recent Compliance Certificate that are used or proposed to be used in any Grantor’s business. Except to the extent such failure could not reasonably be expected to result in a Material Adverse Change, # the Grantors own all of the Copyrights, Patents, and Trademarks and possess the valid right to use all of the licensed copyrights, patents and trademarks subject to and in accordance with the Copyright Licenses, Patent Licenses and Trademark Licenses, # all registrations of such Copyrights, Patents, or Trademarks have been validly issued under applicable Law and are in full force and effect, # all applicable maintenance fees, affidavits and other filings or payments are current, # to the knowledge of such Grantor, no unresolved claim has been made in writing that any of such Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, or Trademark Licenses are invalid or unenforceable and # to the knowledge of such Grantor, no other Person is presently infringing upon the rights of such Grantor with regard to any of such Copyrights, Patents, or Trademarks, or infringing the underlying intellectual property of the Copyright Licenses, Patent Licenses or Trademark Licenses.