Common use of Business Intellectual Property Rights Clause in Contracts

Business Intellectual Property Rights. (a) Section 4.8(a) of the Disclosure Letter sets forth a list of all material Business Intellectual Property Licenses entered into by any Seller Party or identified to Seller by Angel as of the date hereof. Seller and Purchaser shall reasonably cooperate to prepare a revised list of Business Intellectual Property Licenses prior to the Closing Date, with the intention that such list shall be as complete and accurate as is practicable under the circumstances. To the knowledge of Seller, (i) the Business Intellectual Property Licenses set forth in Section 4.8(a) of the Disclosure Letter are valid and in full force and effect and (ii) no Seller Party is in material default or material breach thereunder, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) or by the implied covenant of good faith and fair dealing. (b) Seller Parent, Seller or the Purchased Seller Subsidiaries owns the Transferred Business Intellectual Property free and clear of any Liens. (c) No Proceedings have been instituted, pending or threatened against any Seller Party or, to the knowledge of Seller, against Angel, which challenge the rights of any Seller Party with respect to use or ownership of the Transferred Business Technology, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights. (d) None of the Transferred Business Technology, Transferred Business Intellectual Property, or Transferred Business Intellectual Property Rights is subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental Authority affecting the rights of Seller Parent, any Seller Party or the Purchased Seller Subsidiaries with respect thereto. (e) To the knowledge of Seller, neither Seller nor any Seller Party, nor the use by Seller Parent, the Seller Parties and Angel of the Transferred Business Technology, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights, has not, in connection with the Business, infringed or violated in any material respects the valid Intellectual Property Rights of any third party, and no other term of this Agreement shall be interpreted to be inconsistent with the foregoing. (f) As of the date hereof, none of Seller Parent or the Seller Parties has received any notice of, and there is no pending litigation, to which Seller Parent, the Purchased Seller Subsidiaries, the Other Sellers, Seller or any Seller Party is a party, alleging (i) that Seller Parent’s, the Seller Parties’ or the Purchased Seller Subsidiaries’ use of the Transferred Business Technology, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights violates any valid Intellectual Property Right of any third party material to the Business, (ii) invalidity of the Transferred Business Intellectual Property, or (iii) ownership of the Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights by a third party. (g) To the knowledge of Seller, there is no material unauthorized use, misappropriation or infringement of any material Transferred Business Intellectual Property by any third party, including by any employee or former employee of any Seller Party. (h) The Seller Parties and the Purchased Seller Subsidiaries have taken commercially reasonable steps to preserve the confidentiality of their Trade Secrets that relate to the Business. The Seller Parties or any of the Purchased Seller Subsidiaries are not under any obligation to disclose its material proprietary software of the Business in source code form, except to parties that have agreed to preserve the confidentiality of such source code. The Seller Parties have not intentionally incorporated any disabling device or mechanism in the Printer Products. (i) None of the Seller Parties or any of the Purchased Seller Subsidiaries has received any notice nor is there any pending litigation alleging that any Seller Party or any of the Purchased Seller Subsidiaries is obligated to indemnify a third party for alleged infringements or violations of Intellectual Property Rights of any other third party, except for any such infringements or violations which would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.

Business Intellectual Property Rights. (a) Section 4.8(a) of the Disclosure Letter sets forth a list of all material Contracts relating to Business Intellectual Property Licenses Rights entered into by any Seller Party or identified to Seller by Angel as any of the date hereof. Seller and Purchaser shall reasonably cooperate to prepare a revised list of their respective Subsidiaries other than Business Intellectual Property Licenses prior and licenses to the Closing Dateoff-the-shelf office productivity software that is generally commercially available pursuant to shrink-wrap, with the intention that such list shall be as complete and accurate as is practicable under the circumstancesclick-wrap or similar license agreements. To the knowledge of Seller, (i) All software used in the Business Intellectual Property Licenses set forth in Section 4.8(a) of the Disclosure Letter are valid and in full force and effect and (ii) no Seller Party is in material default or material breach thereunder, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) or by the implied covenant of good faith and fair dealingcommercially available. (b) The Seller Parent, Seller or the Purchased Seller Subsidiaries owns Parties own the Transferred Business Intellectual Property free and clear of any Liens. (c) No Proceedings have been instituted, pending or threatened against any Seller Party or, to the knowledge of Seller, threatened against Angelany Seller Party or any of their respective Subsidiaries or, to the knowledge (without due inquiry) of Seller as of the date of this Agreement, against Angel or HP, which challenge materially and negatively affects the rights of any Seller Party or any of their respective Subsidiaries with respect to use or ownership of the Transferred Business Technology, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, Licensed Business Technology, Licensed Business Intellectual Property or Transferred Licensed Business Intellectual Property Rights. (d) None of the Transferred Business Technology, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, or Transferred to the knowledge of Seller, any Licensed Business Technology, Licensed Business Intellectual Property or Licensed Business Intellectual Property Rights is subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental Authority materially and negatively affecting the rights of Seller Parent, any Seller Party or the Purchased Seller any of their respective Subsidiaries with respect thereto. (e) To the knowledge of Seller, neither no Seller nor any Seller PartyParty has, nor and the use by Seller Parent, the Seller Parties and Angel or any of their respective Subsidiaries of the Transferred Business Technology, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights, Licensed Business Technology, Licensed Business Intellectual Property or Licensed Business Intellectual Property Rights has not, in connection infringed, otherwise violated or conflicted with the Business, infringed or violated in any material respects the valid Intellectual Property Rights of any third party, and no other Person. No other term of this Agreement shall be interpreted to be inconsistent with the foregoing. (f) As of the date hereof, none no Seller Party or any of Seller Parent or the Seller Parties their respective Subsidiaries has received any notice ofwritten notice, and there is no pending litigation, Proceeding to which Seller Parent, the Purchased Seller Subsidiaries, the Other Sellers, Seller or any Seller Party or any of their respective Subsidiaries is a party, alleging (i) that any use of the Transferred Business Technology, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, Licensed Business Technology, Licensed Business Intellectual Property or Licensed Business Intellectual Property Rights by any Seller Parent’sParty or any of their respective Subsidiaries infringes, otherwise violates or conflicts with any Intellectual Property Right of any other Person, (ii) invalidity or unenforceability of the Seller Parties’ Transferred Business Technology, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, Licensed Business Technology, Licensed Business Intellectual Property or the Purchased Seller Subsidiaries’ use Licensed Business Intellectual Property Rights, or (iii) ownership, solely or jointly, of the Transferred Business Technology, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights violates or any valid Intellectual Property Right of portion thereof by any third party material to the Business, (ii) invalidity of the Transferred Business Intellectual Property, or (iii) ownership of the Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights by a third partyother Person. (g) To the knowledge of Seller, there is no material unauthorized use, misappropriation or infringement of any material Transferred Business Technology, Transferred Business Intellectual Property by any third party, or Transferred Intellectual Property Rights including by any employee or former employee of any Seller Party. (h) The Seller Parties and the Purchased Seller their respective Subsidiaries have taken commercially reasonable steps to preserve the confidentiality of their Trade Secrets that relate to the BusinessBusiness and the Purchased Assets. The Neither the Seller Parties or nor any of the Purchased Seller their respective Subsidiaries are not under any obligation to disclose its their respective material proprietary software of the Business in source code form, except to parties that have agreed to preserve the confidentiality of such source code. The Neither the Seller Parties nor any of their respective Subsidiaries have not intentionally incorporated any disabling device or mechanism in the Printer Avago Sensor Products. (i) None of the Seller Parties or any of the Purchased Seller their respective Subsidiaries has received any notice nor is there any pending litigation Proceeding alleging that any Seller Party or any of the Purchased Seller their respective Subsidiaries is obligated to indemnify a third party any Person for alleged infringements or violations of Intellectual Property Rights of any other third partyPerson. (j) Schedules 1, 2, 3 and 4 hereto, respectively, set forth a true, correct and complete list of all of the Transferred Business Intellectual Property Rights that constitutes a Patent, Trademark, Internet Property, registered Copyright or registered MaskWork. Except as set forth on Schedules 1, 2, 3 and 4, each such item of Transferred Business Intellectual Property as of the date hereof is solely owned and recorded solely in the name of a Seller Party. All maintenance fees, annuities and other fees and payments to any Governmental Authority required to keep any item listed on Schedules 1, 2, 3 and 4 active during the 90-day period following the Closing Date have been paid in full in a timely manner, except for those items on Schedules 1, 2, 3 and 4 indicated as “abandoned,” expired,” “dead” or “unfiled.” (k) As of the Closing Date, except for the Transferred Business Intellectual Property Rights assigned to Purchaser as Purchased Assets, U.S. R&D does not own, is not licensed, and does not otherwise possess or control any such infringements right, title or violations interest under any Intellectual Property Right. (l) Neither the Seller Parties nor any of their respective Subsidiaries are a party to, and Seller has no knowledge (without due inquiry) of the existence as of the date of this Agreement of, any Contract pursuant to which would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectParty or any of their respective Subsidiaries is restricted from granting a license to Purchaser under the Avago General IP License Agreement to any Patent, other than design patents owned by a Seller Party or any of their respective Subsidiaries other than U.S. R&D or Sensor IPCo and that has a First Effective Filing Date prior to the Closing Date.

Business Intellectual Property Rights. (a) Section 4.8(a) of the Disclosure Letter sets forth a list of all material Contracts relating to Business Intellectual Property Licenses Rights entered into by any Seller Party or identified to Seller by Angel as any of the date hereof. Seller and Purchaser shall reasonably cooperate to prepare a revised list of their respective Subsidiaries other than Business Intellectual Property Licenses prior and licenses to the Closing Dateoff-the-shelf office productivity software that is generally commercially available pursuant to shrink-wrap, with the intention that such list shall be as complete and accurate as is practicable under the circumstances. To the knowledge of Seller, (i) the Business Intellectual Property Licenses set forth in Section 4.8(a) of the Disclosure Letter are valid and in full force and effect and (ii) no Seller Party is in material default or material breach thereunder, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium click-wrap or similar Laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) or by the implied covenant of good faith and fair dealinglicense agreements. (b) The Seller Parent, Seller or the Purchased Seller Subsidiaries owns Parties own the Transferred Business Intellectual Property free and clear of any Liens. (c) No To the knowledge of Seller, no Proceedings have been instituted, pending or threatened against any Seller Party or any of their respective Subsidiaries or, to the knowledge (without due inquiry) of SellerSeller as of the date of this Agreement, against AngelAgilent or HP, which challenge materially and negatively affects the rights of any Seller Party or any of their respective Subsidiaries with respect to use or ownership of the Transferred Business Technology, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, Licensed Business Technology, Licensed Business Intellectual Property or Transferred Licensed Business Intellectual Property Rights. (d) None of the Transferred Business Technology, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, or Transferred to the knowledge of Seller, any Licensed Business Technology, Licensed Business Intellectual Property or Licensed Business Intellectual Property Rights is subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental Authority materially and negatively affecting the rights of Seller Parent, any Seller Party or the Purchased Seller any of their respective Subsidiaries with respect thereto. (e) To the knowledge of Seller, neither no Seller nor any Seller PartyParty has, nor and the use by Seller Parent, the Seller Parties and Angel or any of their respective Subsidiaries of the Transferred Business Technology, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights, Licensed Business Technology, Licensed Business Intellectual Property or Licensed Business Intellectual Property Rights has not, in connection infringed, otherwise violated or conflicted with the Business, infringed or violated in any material respects the valid Intellectual Property Rights of any third party, and no other Person. No other term of this Agreement shall be interpreted to be inconsistent with the foregoing. (f) As of the date hereof, none no Seller Party or any of Seller Parent or the Seller Parties their respective Subsidiaries has received any notice ofwritten notice, and there is no pending litigation, Proceeding to which Seller Parent, the Purchased Seller Subsidiaries, the Other Sellers, Seller or any Seller Party or any of their respective Subsidiaries is a party, alleging (i) that any use of the Transferred Business Technology, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, Licensed Business Technology, Licensed Business Intellectual Property or Licensed Business Intellectual Property Rights by any Seller Parent’sParty or any of their respective Subsidiaries infringes, otherwise violates or conflicts with any Intellectual Property Right of any other Person, (ii) invalidity or unenforceability of the Seller Parties’ Transferred Business Technology, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, Licensed Business Technology, Licensed Business Intellectual Property or the Purchased Seller Subsidiaries’ use Licensed Business Intellectual Property Rights, or (iii) ownership, solely or jointly, of the Transferred Business Technology, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights violates or any valid Intellectual Property Right of portion thereof by any third party material to the Business, (ii) invalidity of the Transferred Business Intellectual Property, or (iii) ownership of the Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights by a third partyother Person. (g) To the knowledge of Seller, there is no material unauthorized use, misappropriation or infringement of any material Transferred Business Technology, Transferred Business Intellectual Property by any third party, or Transferred Intellectual Property Rights including by any employee or former employee of any Seller Party. (h) The Seller Parties and the Purchased Seller their respective Subsidiaries have taken commercially reasonable steps to preserve the confidentiality of their Trade Secrets that relate to the BusinessBusiness and the Purchased Assets. The Neither the Seller Parties or nor any of the Purchased Seller their respective Subsidiaries are not under any obligation to disclose its their respective material proprietary software of the Business in source code form, except to parties that have agreed to preserve the confidentiality of such source code. The Neither the Seller Parties nor any of their respective Subsidiaries have not intentionally incorporated any disabling device or mechanism in the Printer IR Products. (i) None of the Seller Parties or any of the Purchased Seller their respective Subsidiaries has received any notice nor is there any pending litigation Proceeding alleging that any Seller Party or any of the Purchased Seller their respective Subsidiaries is obligated to indemnify a third party any Person for alleged infringements or violations of Intellectual Property Rights of any other third partyPerson. (j) Schedules 1, 2, 3 and 4 hereto, respectively, set forth a true, correct and complete list of all of the Transferred Business Intellectual Property Rights that constitutes a Patent, Trademark, Internet Property, registered Copyright or registered MaskWork. Except as set forth on Schedules 1, 2, 3 and 4, each such item of Transferred Business Intellectual Property as of the date hereof is solely owned and recorded solely in the name of a Seller Party. All maintenance fees, annuities and other fees and payments to any Governmental Authority required to keep any item listed on Schedules 1, 2, 3 and 4 active during the 90-day period following the Closing Date have been paid in full in a timely manner, except for those items on Schedules 1, 2, 3 and 4 indicated as “abandoned,” expired,” “dead” or “unfiled.” (k) Neither the Seller Parties nor any such infringements or violations of their respective Subsidiaries are a party to, and Seller has no knowledge (without due inquiry) of the existence as of the date of this Agreement of, any Contract pursuant to which would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectParty or any of their respective Subsidiaries is restricted from assigning, transferring, or granting a license to Purchaser under the Avago General IP License Agreement to any Patent, other than design patents owned by a Seller Party or any of their respective Subsidiaries and that has a First Effective Filing Date prior to the Closing Date.

Business Intellectual Property Rights. (a) Section 4.8(a4.7(a) of the Disclosure Letter sets forth a list of all material Business Intellectual Property Licenses entered into identified by any Seller Party or identified to Seller by Angel as of the date hereof. Seller and Purchaser shall reasonably cooperate to prepare a revised list of Business Intellectual Property Licenses prior to the Closing Date, with the intention that such list shall be as complete and accurate as is practicable under the circumstances. To the knowledge of Seller, (i) the Business Intellectual Property Licenses set forth in Section 4.8(a4.7(a) of the Disclosure Letter are valid and in full force and effect and (ii) no neither Seller Party nor such Other Seller, nor any other party thereto, is in material default or material breach thereunder, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) or by the implied covenant of good faith and fair dealing. (b) Seller Parent, or an Other Seller or the Purchased Seller Subsidiaries owns the Transferred Business Intellectual Property free and clear of any Liens. (c) No Proceedings have been instituted, instituted or are pending against Seller or threatened against any Other Seller Party or, to the knowledge of Seller, against Angelthreatened, which challenge the rights of Seller or any Seller Party of the Other Sellers with respect to use or ownership of the Transferred Business Technology, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights. (d) None of the Transferred Business Technology, Transferred Business Intellectual Property, or Transferred Business Intellectual Property Rights is subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental Authority affecting the rights of Seller Parent, or any Seller Party or of the Purchased Seller Subsidiaries Other Sellers with respect thereto. (e) To the knowledge of Seller, neither Seller nor any Seller PartyOther Seller, nor the use by Seller Parent, the or any Other Seller Parties and Angel of the Transferred Business Technology, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights, has nothas, in connection with the Business, infringed or violated in any material respects the valid Intellectual Property Rights of any third party, and no other term of this Agreement shall be interpreted to be inconsistent with the foregoing. (f) As of the date hereof, none of Neither Seller Parent or the nor any Other Seller Parties has received any notice of, and nor is there is no any pending litigation, to which Seller Parent, the Purchased Seller Subsidiaries, the Other Sellers, Seller or any Other Seller Party is a party, alleging (i) that Seller Parent’s, the Seller Parties’ or the Purchased Seller Subsidiaries’ any Other Seller’s use of the Transferred Business Technology, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights violates any valid Intellectual Property Right of any third party material to the Business, (ii) invalidity of the Transferred Business Intellectual Property, or (iii) ownership of the Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights by a third party. (g) To the knowledge of Seller, there is no material unauthorized use, misappropriation or infringement of any material Transferred Business Intellectual Property by any third party, including by any employee or former employee of any Seller Partyor an Other Seller. (h) The Seller Parties and the Purchased each Other Seller Subsidiaries have taken commercially reasonable steps to preserve the confidentiality of their its Trade Secrets that relate to the Business. The Neither Seller Parties or nor any of the Purchased Other Seller Subsidiaries are not is under any obligation to disclose disclose, its material proprietary software of the Business in source code form, except to parties that have agreed to preserve the confidentiality of such source code. The Neither Seller Parties have not nor any of its Subsidiaries has intentionally incorporated any disabling device or mechanism in the Printer Semiconductor Products. (i) None of the Neither Seller Parties or nor any of the Purchased Other Seller Subsidiaries has received any notice nor is there any pending litigation alleging that any Seller Party or any of the Purchased Other Seller Subsidiaries is obligated to indemnify a third party for alleged infringements or violations of Intellectual Property Rights of any other third party, except for any such infringements or violations which would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.