Disclosure of Other Intellectual Property Agreements. Section 4.13(a) of the Disclosure Schedule sets forth a complete and accurate list of all Contracts as follows: (A) regarding joint development of any Company Products, other than agreements with service providers; (B) by which the Company or any existing or future affiliate of the Company grants, granted or is required to grant any ownership right or title to any material Intellectual Property, (C) by which the Company is assigned or granted an ownership interest in any material Intellectual Property (other than written agreements with employees and independent contractors that assign or grant to the Company ownership of Intellectual Property developed in the course of providing services to the Company); (D) under which the Company grants or receives an option or right of first refusal or negotiation relating to any material Intellectual Property, and identifies the counterparty thereto and identifies whether such option is granted or received by the Company; (E) regarding the Company granting any Person most favored nations status in terms of pricing, royalties, license fees or other contractual terms and conditions, (F) the Company being granted most favored nations status in terms of pricing, royalties, license fees or other contractual terms and conditions, and (G) materially limiting the Company’s ability to transact business in any market, field or geographical area or with any Person and the nature of the limitation, or that materially restricts the performance, use, sale, transfer, delivery or licensing of Company-Owned IP or Company Products, including any covenant not to compete. The Company has Made Available all Contracts listed or required to be listed in Section 4.13(a) of the Disclosure Schedule.
Disclosure of Other Intellectual Property Agreements. Section 3.14(a) of the Company Disclosure Schedules sets forth a complete and accurate list of all Contracts as follows: (A) regarding joint development of any Company Products, other than agreements with service providers; (B) by which the Company, any Company Subsidiary, or any existing or future affiliate of the Company or any Company Subsidiary, grants, granted or is required to grant any ownership right or title to any material Intellectual Property, (C) by which the Company or any Company Subsidiary is assigned or granted an ownership interest in any material Intellectual Property (other than written agreements with employees and independent contractors that assign or grant to the Company or any Company Subsidiary ownership of Intellectual Property developed in the course of providing services to the Company or any Company Subsidiary); (D) under which the Company or any Company Subsidiary grants or receives an option or right of first refusal or negotiation relating to any material Intellectual Property, and identifies the counterparty thereto and identifies whether such option is granted or received by the Company or any Company Subsidiary; (E) regarding the Company or any Company Subsidiary granting any Person most favored nations status in terms of pricing, royalties, license fees or other contractual terms and conditions, (F) the Company or any Company Subsidiary being granted most favored nations status in terms of pricing, royalties, license fees or other contractual terms and conditions, and (G) materially limiting the Company’s or any Company Subsidiary’s ability to transact business in any market, field or geographical area or with any Person and the nature of the limitation, or that materially restricts the performance, use, sale, transfer, delivery or licensing of Company-Owned IP or Company Products, including any covenant not to compete. The Company has Made Available all Contracts listed or required to be listed in Section 3.14(a) of the Company Disclosure Schedules.
Disclosure of Other Intellectual Property Agreements. Section 3.9(c)(iii) of the Target Disclosure Schedule is a complete and accurate list, grouped by subsection, of all Contracts as follows: (A) regarding joint development of any Target Products or material Target Technology, other than agreements with employees or independent contractors entered into in the ordinary course of business that do not deviate from Target’s or its Subsidiaries’ standard forms in any material respect with respect to ownership and licensing of Intellectual Property Rights; (B) by which Target or any Subsidiary of Target transfers, has transferred, or is required to transfer any ownership right or title to any Intellectual Property Rights that would, but for such transfer, be material Target Owned Intellectual Property, (C) by which Target or any Subsidiary of Target is assigned or granted an ownership interest in any Intellectual Property Rights (other than written agreements with employees and independent contractors that assign or grant to Target or a Subsidiary of Target ownership of Intellectual Property Rights developed in the course of providing services to Target); (D) under which Target or any Subsidiary of Target grants or receives an option or right of first refusal or negotiation relating to any Intellectual Property Rights; (E) under which any Person is granted any right to access or use Target Source Code, including the right to create derivative works of Target Products (other than Contracts entered into in the ordinary course of business that do not deviate from Target’s or its Subsidiaries’ standard forms in any material respect with respect to ownership and licensing of Intellectual Property Rights); (F) pursuant to which Target or any Subsidiary of Target has deposited or is required to deposit with an escrow agent or any other Person the Target Source Code or other Technology; or (G) limiting Target’s ability to transact business in any market, field or geographical area or with any Person, or that restricts the use, sale, transfer, delivery or licensing of Intellectual Property Rights or Target Products, including any covenant not to compete, in each case that would reasonably be expected to cause a Material Adverse Effect.
Disclosure of Other Intellectual Property Agreements. Section 3.9(c)(iii) of the Target Disclosure Schedule is a complete and accurate list, grouped by subsection, of all Contracts as follows: (A) regarding joint development of any Target Products or Target Technology owned or purported to be owned by Target or any Subsidiary of Target; (B) by which Target or any Subsidiary of Target grants, granted or is required to grant any ownership right or title to any Intellectual Property Rights, (C) by which Target or any Subsidiary of Target is assigned or granted an ownership interest in any Intellectual Property Rights (other than written agreements with employees and independent contractors that assign or grant to Target or a Subsidiary of Target ownership of Intellectual Property Rights developed in the course of providing services to Target); (D) under which Target or any Subsidiary of Target grants or receives an option or right of first refusal or negotiation relating to any Intellectual Property Rights; (E) under which any Person is granted any right to access or use Target Source Code, including the right to create derivative works of Target Products; (F) pursuant to which Target or any Subsidiary of Target has deposited or is required to deposit with an escrow agent or any other Person the Target Source Code or other Technology; (G) pursuant to which or the execution of this Agreement or the consummation of any of the transactions contemplated hereby could reasonably be expected to result in the release or disclosure of the Target Source Code or other Technology owned or purported to be owned by Target or any Subsidiary of Target; or (H) limiting Target’s ability to transact business in any market, field or geographical area or with any Person, or that restricts the use, sale, transfer, delivery or licensing of Target Owned Intellectual Property or Target Products, including any covenant not to compete.
Disclosure of Other Intellectual Property Agreements. Except as set forth in Section 3.7(b)(iii) of the Disclosure Schedule, none of the Transferors has any Contracts: (A) regarding joint development of any products, Transferor Products or Transferor Technology; (B) by which any Transferor or any existing or future Affiliate of Transferor grants, granted or is required to grant any ownership right or title to any Intellectual Property, (C) by which any Transferor is assigned or granted an ownership interest in any Intellectual Property (other than written agreements with employees and independent contractors that assign or grant to Transferor ownership of Intellectual Property developed in the course of providing services to Transferor); (D) under which Transferor grants or receives an option or right of first refusal or negotiation relating to any Intellectual Property; (E) under which any Person is granted any right to access Source Code or to use Source Code, including the right to create derivative works of Transferor Products; (F) pursuant to which any Transferor has deposited or is required to deposit with an escrow agent or any other Person the Source Code or other Transferor Technology or the execution of this Agreement or the consummation of any of the transactions contemplated hereby could reasonably be expected to result in the release or disclosure of the Source Code; and (G) limiting any Transferor’s ability to transact business in any market, field or geographical area or with any Person, or that restricts the use, sale, transfer, delivery or licensing of Intellectual Property or Transferor Products, including any covenant not to compete.
Disclosure of Other Intellectual Property Agreements. Section 2.10(d)(iii) of the Disclosure Schedules is a complete and accurate list, grouped by subsection, of all Contracts as follows: (A) regarding joint development of any products, Company Products or Technology; (B) by which the Company or any existing or future Affiliate of the Company grants, granted or is required to grant any ownership right or title to any Intellectual Property Rights, (C) by which the Company is assigned or granted an ownership interest in any Intellectual Property Rights (other than written agreements with employees and independent contractors that assign or grant to the Company ownership of Intellectual Property Rights developed in the course of providing services to the Company); (D) under which the Company grants or receives an option or right of first refusal or negotiation relating to any Intellectual Property Rights; (E) under which any Person is granted any right to access any Company Source Code and Specifications or to use Company Source Code and Specifications, including without limitation the right to create derivative works of Company Products; (F) pursuant to which the Company has deposited or is required to deposit with an escrow agent or any other Person the Company Source Code and Specifications or the execution of this Agreement or the consummation of any of the transactions contemplated hereby could reasonably be expected to result in the release or disclosure of any Company Source Code and Specifications; or (G) limiting the Company’s ability to transact business in any market, field or geographical area or with any Person, or that restricts the use, sale, transfer, delivery or licensing of Intellectual Property Rights or Company Products, including without limitation any covenant not to compete.
Disclosure of Other Intellectual Property Agreements. Section 3.9(c)(ii) of the Company Disclosure Schedule is a complete and accurate list, grouped by subsection, of all Contracts as follows: (A) regarding joint development of any Company Products or Technology; (B) by which the Company or any Company Subsidiary grants, granted or is required to grant any ownership right or title to any Intellectual Property, (C) by which the Company or any Company Subsidiary is assigned or granted an ownership interest in any Intellectual Property (other than written agreements with employees and independent contractors that assign or grant to the Company or a Company Subsidiary ownership of Intellectual Property developed in the course of providing services to the Company or a Company Subsidiary); (D) under which the Company or a Company Subsidiary grants or receives an option or right of first refusal or negotiation relating to any Intellectual Property; and (E) limiting the Company’s ability to transact business in any market, field or geographical area or with any Person, or that restricts the use, sale, transfer, delivery or licensing of Intellectual Property or Company Products, including any covenant not to compete.
Disclosure of Other Intellectual Property Agreements. Section 5.15(h) of the Disclosure Schedule is a complete and accurate list, grouped by subsection, of all Contracts as follows: (i) regarding joint development with third parties of any products or Company Technology; (ii) by which the Company, granted or is required to grant any ownership right or title to any Intellectual Property Rights, (iii) by which the Company is assigned or granted an ownership interest in any Intellectual Property Rights (other than written agreements with employees and independent contractors that assign or grant to the Company ownership of Intellectual Property Rights developed in the course of providing services to the Company); (iv) under which the Company grants or receives an option or right of first refusal or negotiation relating to any Intellectual Property Rights; (v) under which any Person is granted any right to access Company Source Code or to use Company Source Code, including without limitation the right to create derivative works of the Company's products; (vi) pursuant to which the Company has deposited or is required to deposit with an escrow agent or any other Person Company Source Code or other Company Technology or the execution of this Agreement or the consummation of any of the transactions contemplated hereby could reasonably be expected to result in the release or disclosure of the Company Source Code; or (vii) that restricts the use, sale, transfer, delivery or licensing of Intellectual Property Rights, including without limitation any covenant not to compete having such implications.
Disclosure of Other Intellectual Property Agreements. Section 5.7(c)(iii) of the Apollo Disclosure Schedule is a complete and accurate list, grouped by subsection, of all Contracts as follows: (A) regarding joint development by any of the Apollo Entities (or any of their Affiliates) of any Apollo Technology; (B) by which any of the Apollo Entities or any existing Affiliate of any of the Apollo Entities grants, granted or is required to grant any ownership right or title to any Apollo Intellectual Property; (C) by which any of the Apollo Entities (or any of their Affiliates) is assigned or granted an ownership interest in any Apollo Intellectual Property (other than written agreements with employees and independent contractors that assign or grant to any of the Apollo Entities ownership of Apollo-Owned Intellectual Property developed in the course of providing services to such Apollo Entities under such Apollo Entities’ standard form(s) of such agreements without modification); (D) under which any of the Apollo Entities (or any of their Affiliates) grants or receives an option or right of first refusal or negotiation relating to any Apollo-Owned Intellectual Property, separated by those granted by and those received by each of the Apollo Entities (and each of their Affiliates); (E) under which any Person is granted any right to access Apollo Source Code or to use Apollo Source Code (other than employees and independent contractors that have access to Apollo Source Code solely for purposes of performing services for or on behalf of any of the Apollo Entities, in each case under and subject to the Apollo Entities’ standard form(s) of such agreements that have been made available to Saturn, without modification); (F) pursuant to which any of the Apollo Entities (or any of their Affiliates) has deposited or is required to deposit with an escrow agent or any other Person the Apollo Source Code or other Apollo Technology or the execution of this Agreement or the consummation of any of the Transactions could reasonably be expected to result in the release or disclosure of the Apollo Source Code; (G) limiting any of the Apollo Entities’ (or any of their Affiliates’) ability to transact business in any market, field or geographical area or with any Person, or that restricts the use, sale, transfer, delivery or licensing of Apollo-Owned Intellectual Property, any Apollo Technology or any product that incorporates Apollo Technology, including any covenant not to compete; and (H) by which any of the Apollo Entities (or an...
Disclosure of Other Intellectual Property Agreements. Section 3.8(c)(iii) of the Target Disclosure Schedule is a complete and accurate list, grouped by subsection, of all Contracts as follows: (A) regarding joint development of any products, Target Products or Technology; (B) by which Target or any existing or future Affiliate of Target grants, granted or is required to grant any ownership right or title to any Intellectual Property, (C) by which Target is assigned or granted an ownership interest in any Intellectual Property (other than written agreements with employees and independent contractors that assign or grant to Target ownership of Intellectual Property developed in the course of providing services to Target); (D) under which Target grants or receives an option or right of first refusal or negotiation relating to any Intellectual Property; (E) under which any Person is granted any right to access Target Source Code or to use Target Source Code, including the right to create derivative works of Target Products; (F) pursuant to which Target has deposited or is required to deposit with an escrow agent or any other Person the Target Source Code or other Technology or the execution of this Agreement or the consummation of any of the transactions contemplated hereby could reasonably be expected to result in the release or disclosure of the Target Source Code; and (G) limiting Target’s ability to transact business in any market, field or geographical area or with any Person (other than Contracts for Public Software and Off-the-Shelf Software), or that restricts the use, sale, transfer, delivery or licensing of any Target Owned Intellectual Property or Target Products (other than Contracts for Public Software and Off-the-Shelf Software), including any covenant not to compete.
