Common use of Copyrights, Patents and Trademarks Clause in Contracts

Copyrights, Patents and Trademarks. (i) Schedule 1(b) attached hereto includes all material Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses owned by any Grantor in its own name, or to which any Grantor is a party, as of the date hereof. (ii) To the best of each Grantor’s knowledge, each Copyright, Patent and Trademark of such Grantor is valid, subsisting, unexpired, enforceable and has not been abandoned. (iii) Except as set forth in Schedule 1(b) attached hereto, none of such Copyrights, Patents and Trademarks is the subject of any licensing or franchise agreement. (iv) To the best of each Grantor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any such Copyright, Patent or Trademark. (v) No action or proceeding is pending seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark, or that, if adversely determined, could reasonably be expected to have a Material Adverse Effect. (vi) All applications pertaining to the Copyrights, Patents and Trademarks of each Grantor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and all of such Copyrights, Patents and Trademarks are valid and enforceable. (vii) No Grantor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of each Grantor hereunder.

Copyrights, Patents and Trademarks. (i) Schedule 1(b) 1 attached hereto includes all material registered Copyrights, Copyright Licenses, registered Patents, Patent Licenses, registered Trademarks and Trademark Licenses owned by any Grantor in its own name, or to which any Grantor is a party, as of the date hereof. (ii) To the best of each Grantor’s knowledge, each registered Copyright, registered Patent and registered Trademark of such Grantor is valid, subsisting, unexpired, enforceable and has not been abandonedabandoned unless Grantor has determined that such Copyright, Patent or Trademark is no longer necessary for the conduct of its business. (iii) Except as set forth in Schedule 1(b) 1 attached hereto, none of such registered Copyrights, registered Patents and registered Trademarks is the subject of any licensing or franchise agreement. (iv) To the best of each Grantor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any such registered Copyright, registered Patent or registered Trademark. (v) No Except at set forth on Schedule 1 attached hereto, no action or proceeding is pending seeking to limit, cancel or question the validity of any registered Copyright, registered Patent or registered Trademark, or that, if adversely determined, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the value of any registered Copyright, registered Patent or registered Trademark. (vi) All applications pertaining to the Copyrights, Patents and Trademarks of each Grantor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and all of such registered Copyrights, registered Patents and registered Trademarks are valid and enforceable. (vii) No Except as permitted under the Credit Agreement or this Agreement, no Grantor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of each Grantor hereunder.

Copyrights, Patents and Trademarks. (i) Schedule 1(b) attached hereto 5.17 to the Credit Agreement includes all material Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses owned by any Grantor in its own name, or to which any Grantor is a party, as of the date hereofhereof (other than with respect to off-the-shelf software) and registered in the name of such Grantor. (ii) To the best of each Grantor’s knowledge, each Each Copyright, Patent and Trademark that is material to the business of such Grantor the Grantors is valid, subsisting, unexpired, enforceable and has not been abandonedabandoned as of the date hereof. (iii) Except as set forth in Schedule 1(b) attached hereto5.17 to the Credit Agreement, none of such the Copyrights, Patents and Trademarks that are material to the business of the Grantors is the subject of any licensing or franchise agreementagreement as of the date hereof (other than with respect to off-the-shelf software). (iv) To the best of each Grantor’s knowledge, no No holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any such Copyright, Patent or TrademarkTrademark that is material to the business of the Grantors. (v) No action or proceeding is pending seeking to limit, cancel or question the validity of any Copyright, Patent or TrademarkTrademark that is material to the business of the Grantors, or that, if adversely determined, could reasonably be expected to have a Material Adverse EffectEffect on the value of any Copyright, Patent or Trademark that is material to the business of the Grantors. (vi) All applications pertaining to the Copyrights, Patents and Trademarks that are material to the business of each Grantor the Grantors have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and all of such Copyrights, Patents and Trademarks are valid and enforceable. (vii) No Grantor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of each any Grantor hereunder.

Copyrights, Patents and Trademarks. (i) Schedule 1(b) attached hereto includes all material Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses owned by any Grantor the Grantors in its their own name, or to which any Grantor is a party, names as of the date hereof. (ii) To the best of each Grantor’s 's knowledge, each Copyright, Patent and Trademark of such Grantor is valid, subsisting, unexpired, enforceable and has not been abandoned. (iii) Except as set forth in Schedule 1(b) attached hereto, none of such Copyrights, Patents and Trademarks is the subject of any licensing or franchise agreement. (iv) To the best of each Grantor’s 's knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that which would limit, cancel or question the validity of any such Copyright, Patent or Trademark. (v) No action or proceeding is pending seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark, or thatwhich, if adversely determined, could reasonably be expected to would have a Material Adverse Effectmaterial adverse effect on the value of any Copyright, Patent or Trademark. (vi) All applications pertaining to the Copyrights, Patents and Trademarks of each Grantor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and all of such Copyrights, Patents and Trademarks are valid and enforceable. (vii) No Grantor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of each Grantor hereunder.

Copyrights, Patents and Trademarks. (i) Schedule 1(b1.1(a) attached hereto includes all material Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks Trademarks, and Trademark Licenses owned by any the Grantor in its own name, or to which any Grantor is a party, name as of the date hereof. (ii) To the best of each the Grantor’s 's knowledge, each material Copyright, Patent and Trademark of such the Grantor is valid, subsisting, unexpired, enforceable and has not been abandoned. (iii) Except as set forth in Schedule 1(b1.1(a) attached hereto, none of such Copyrightsno material Copyright, Patents and Trademarks Patent or Trademark is the subject of any licensing or franchise agreement. (iv) To the best of each the Grantor’s 's knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that which would limit, cancel or question the validity of any such material Copyright, Patent Patent, or Trademark. (v) No To the best of the Grantor's knowledge, no action or proceeding is pending seeking to limit, cancel or question the validity of any material Copyright, Patent or Trademark, or thatwhich, if adversely determined, could reasonably be expected to would have a Material Adverse EffectEffect on the value of any material Copyright, Patent or Trademark. (vi) All applications in the United States pertaining to the material Copyrights, Patents Patents, and Trademarks of each the Grantor have been duly and properly filed, and all registrations or letters in the United States pertaining to such Copyrights, Patents Patents, and Trademarks have been duly and properly filed and issued, and all of such Copyrights, Patents Patents, and Trademarks are valid and enforceable. (vii) No The Grantor has not made any assignment or agreement in conflict with the security interest in the Copyrights, Patents Patents, or Trademarks of each the Grantor hereunder.

Copyrights, Patents and Trademarks. (i) Schedule 1(b) attached hereto includes all material Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses owned by any Grantor in its own name, or to which any Grantor is a party, as of the date hereof. (ii) To the best of each Grantor’s knowledge, each Each Copyright, Patent and Trademark of such Grantor is valid, subsisting, unexpired, enforceable and has not been abandonedabandoned as of the date hereof (except as deemed necessary in the reasonable business judgment of Grantor) to the knowledge of such Grantor. (iiiii) Except as set forth in Schedule 1(b) attached hereto, none None of such the material Copyrights, Patents and Trademarks of such Grantor is the subject of any licensing or franchise agreementagreement as of the date hereof. (iviii) To the best of each Grantor’s knowledge, no No holding, decision or judgment has been finally rendered by any Governmental Authority that would limit, cancel or question the validity of any such Copyright, Patent or TrademarkTrademark of such Grantor. (viv) No action or proceeding is pending in writing seeking to limit, cancel or question the validity of any Copyright, Patent or TrademarkTrademark of such Grantor, or that, if adversely determined, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the value of any material Copyright, Patent or Trademark of such Grantor. (viv) All applications pertaining to the material Copyrights, Patents and Trademarks of each Grantor have been duly and properly filedfiled (except as deemed necessary in the reasonable business judgment of Grantor), and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and all of such Copyrights, Patents and Trademarks are valid and enforceable. (viivi) No Except as expressly permitted by the Credit Agreement, no Grantor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of each any Grantor hereunder.

Copyrights, Patents and Trademarks. (i) Schedule 1(b) attached hereto includes all material registered Copyrights, Copyright Licenses, registered Patents, Patent Licenses, registered Trademarks and Trademark Licenses owned by any Grantor in its own name, or to which any Grantor is a party, as of the date hereof. (ii) To the best of each Grantor’s knowledge, each registered Copyright, registered Patent and registered Trademark of such Grantor is valid, subsisting, unexpired, enforceable and has not been abandonedabandoned unless Grantor has determined that such Copyright, Patent or Trademark is no longer necessary for the conduct of its business. (iii) Except as set forth in Schedule 1(b) attached hereto, none of such registered Copyrights, registered Patents and registered Trademarks is the subject of any licensing or franchise agreement. (iv) To the best of each Grantor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any such registered Copyright, registered Patent or registered Trademark. (v) No Except at set forth on Schedule 1(b) attached hereto, no action or proceeding is pending seeking to limit, cancel or question the validity of any registered Copyright, registered Patent or registered Trademark, or that, if adversely determined, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the value of any registered Copyright, registered Patent or registered Trademark. (vi) All applications pertaining to the Copyrights, Patents and Trademarks of each Grantor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and all of such registered Copyrights, registered Patents and registered Trademarks are valid and enforceable. (vii) No Except as permitted under the Credit Agreement or this Agreement, no Grantor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of each Grantor hereunder.

Copyrights, Patents and Trademarks. (i) Schedule 1(b1(a) attached hereto includes all material Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses owned by any Grantor in its own name, or to which any Grantor is a party, as of the date hereof.. CHAR1\887101v3 (ii) To the best of each Grantor’s knowledge, each Copyright, Patent and Trademark of such Grantor is valid, subsisting, unexpired, enforceable and has not been abandoned. (iii) Except as set forth in Schedule 1(b1(a) attached hereto, none of such Copyrights, Patents and Trademarks is the subject of any licensing or franchise agreement. (iv) To the best of each Grantor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any such Copyright, Patent or Trademark. (v) No action or proceeding is pending seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark, or that, if adversely determined, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the value of any Copyright, Patent or Trademark. (vi) All applications pertaining to the Copyrights, Patents and Trademarks of each Grantor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and all of such Copyrights, Patents and Trademarks are valid and enforceable. (vii) No Grantor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of each Grantor hereunder.

Copyrights, Patents and Trademarks. (i) Schedule 1(b) attached hereto includes all material Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses owned by any Grantor in its own name, or to which any Grantor is a party, as of the date hereof. (ii) To the best of each Grantor’s knowledge, each Each Copyright, Patent and Trademark of such Grantor is valid, subsisting, unexpired, enforceable and has not been abandonedabandoned as of the date hereof (except as deemed necessary in the reasonable business judgment of Grantor) to the knowledge of such Grantor. (iiiii) Except as set forth in Schedule 1(b) attached hereto6.17 to the Credit Agreement, none of such the material Copyrights, Patents and Trademarks is the subject of any licensing or franchise agreementagreement as of the date hereof. (iviii) To the best of each Grantor’s knowledge, no No holding, decision or judgment has been finally rendered by any Governmental Authority that would limit, cancel or question the validity of any such Copyright, Patent or Trademark. (viv) No action or proceeding is pending in writing seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark, or that, if adversely determined, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the value of any material Copyright, Patent or Trademark. (viv) All applications pertaining to the material Copyrights, Patents and Trademarks of each Grantor have been duly and properly filedfiled (except as deemed necessary in the reasonable business judgment of Grantor), and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and all of such Copyrights, Patents and Trademarks are valid and enforceable. (viivi) No Except as expressly permitted by the Credit Agreement, no Grantor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of each any Grantor hereunder.

Copyrights, Patents and Trademarks. (i) Schedule 1(b) attached hereto includes 6 correctly sets forth all material CopyrightsPatents and Patent Licenses owned by such Grantor in its own name as of the Closing Date, Copyright Licenses, Patents, Patent Licenses, Schedule 7 correctly sets forth all material Trademarks and Trademark Licenses owned by any such Grantor in its own name, or to which any Grantor is a party, name as of the date hereof. (ii) Closing Date and Schedule 8 correctly sets forth all material Copyrights and Copyright Licenses owned by such Grantor in its own name as of the Closing Date other than, in each case, generally available on a commercial basis by a “shrink-wrap,” “click-wrap,” “click-through,” “browse-wrap,” “off-the-shelf,” or other generally-available end-user non-exclusive license of standard and reasonable terms with an annual or one time license fee of less than $50,000. To the best of each such Grantor’s knowledge, (i) each such material Copyright, Patent and Trademark of such Grantor is valid, subsisting, unexpired, unexpired and enforceable and has not been abandoned. , (iiiii) Except except as expressly set forth in Schedules 6, 7 or 8 (as each such Schedule 1(bmay be updated by such Grantor after the Closing Date in a written notice (including by delivery of a Compliance Certificate) attached heretoprovided to the Administrative Agent in accordance with the Loan Documents), none of such Copyrightsmaterial Patents, Patents Trademarks and Trademarks Copyrights is the subject of any licensing or franchise agreement. , (iviii) To the best of each Grantor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that which would limit, cancel or question the validity of any such material Patent, Trademark or Copyright, Patent or Trademark. and (viv) No no action or proceeding is pending (x) seeking to limit, cancel or question the validity of any material Patent, Trademark or Copyright, Patent or Trademark, or that(y) which, if adversely determined, could reasonably be expected to would have a Material Adverse Effect. (vi) All applications pertaining to Effect on the Copyrightsvalue of any Patent, Patents and Trademarks Trademark or Copyright. To the best of each such Grantor’s knowledge, such Grantor have been duly and properly filed, and all registrations is not in material breach or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and all of such Copyrights, Patents and Trademarks are valid and enforceabledefault under any material IP License. (vii) No Grantor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of each Grantor hereunder.

Copyrights, Patents and Trademarks. (i) As of the date hereof, Schedule 1(b) attached hereto 6.18 to the Credit Agreement includes all material Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses owned by any such Grantor in its own name, or to which any such Grantor is a party, as of the date hereof. (ii) To Except as set forth on Schedule 4(g) attached hereto, as such schedule may be updated from time to time by BioReliance by delivery to the best Administrative Agent of each a written update thereto (which update shall be deemed to modify Schedule 4(g)): (A) to such Grantor’s knowledgeKnowledge, each material Copyright, Patent and Trademark of such Grantor is valid, subsisting, unexpired, enforceable and has not been abandoned.; (iiiB) Except as set forth in Schedule 1(b) attached hereto, none of to such Copyrights, Patents and Trademarks is the subject of any licensing or franchise agreement. (iv) To the best of each Grantor’s knowledgeKnowledge, no holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any such material Copyright, Patent or Trademark.Trademark of such Grantor; and (vC) No no action or proceeding is pending seeking to limit, cancel or question the validity of any material Copyright, Patent or TrademarkTrademark of such Grantor, or that, if adversely determined, could would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the value to such Grantor of any such Copyright, Patent or Trademark. (viiii) All applications pertaining to the any material Copyrights, Patents and Trademarks of each such Grantor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and all of such Copyrights, Patents and Trademarks are valid and enforceable. (viiiv) No Such Grantor has not made any assignment or agreement in conflict with the security interest in the Copyrightsany material Copyright, Patents Patent or Trademarks Trademark of each such Grantor hereunder.

Copyrights, Patents and Trademarks. (i) Schedule 1(b) attached hereto includes all material Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses that are the subject of registrations and applications and are owned by any Grantor in its own name, or to which any Grantor is a party, as of the date hereof. (ii) To the best of each Grantor’s 's knowledge, each material Copyright, Patent and Trademark of such Grantor is valid, subsisting, unexpired, enforceable and has not been abandoned. (iii) Except as set forth in Schedule 1(b) attached hereto, none of such the Copyrights, Patents and Trademarks owned by any Grantor is the subject of any licensing or franchise agreement. (iv) To the best of each Grantor’s 's knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that which would limit, cancel or question the validity of any such material Copyright, Patent or TrademarkTrademark owned by any Grantor. (v) No Other than as set forth on Schedule 1(b) hereto, no action or proceeding is pending seeking to limit, cancel or question the validity of any material Copyright, Patent or Trademark, Trademark owned by any Grantor. None of such actions or thatproceedings, if adversely determined, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the value of any such Copyright, Patent or Trademark. (vi) All applications pertaining to the Copyrights, Patents and Trademarks of each Grantor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and to the best of each Grantor's knowledge, all of such Copyrights, Patents and Trademarks are valid and enforceable. (vii) No To the best of each Grantor's knowledge, no Grantor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of each Grantor hereunder.