Disclosure of Outbound Licenses. Except for confidentiality agreements, material transfer agreements, and agreements with service providers and manufacturers, Section 3.14(a) of the Company Disclosure Schedules identifies a complete and accurate list of all Contracts pursuant to which the Company or any existing or future affiliate thereof granted or is required to grant to any Person (i) any right under or license (expressly, by implication, by estoppel or otherwise) to any current or future Company IP, or (ii) any covenant not to assert or sue or other immunity from suit under or any other rights to any current or future Company IP, including where the Company or any existing or future affiliate thereof has undertaken or assumed any obligation not to assert any current or future Company IP against any Person prior to asserting any Company IP against any other Person or any obligation to exhaust remedies as to any Company IP against one or more Persons prior to seeking remedies against any other Person. The Company has Made Available all Contracts listed or required to be listed in Section 3.14(a)(i) of the Company Disclosure Schedules.
Disclosure of Outbound Licenses. Except for confidentiality agreements, material transfer agreements, and agreements with service providers and manufacturers, Section 4.13(a) of the Company Disclosure Schedule identifies a complete and accurate list of all Contracts pursuant to which the Company or any existing or future affiliate of the Company granted or is required to grant to any Person any right under or license (expressly, by implication, by estoppel or otherwise), any covenant not to assert or xxx or other immunity from suit under or any other rights, to any current or future Company IP, or where the Company or any existing or future affiliate of the Company has undertaken or assumed any obligation not to assert any current or future Company IP against any Person prior to asserting any Company IP against any other Person or any obligation to exhaust remedies as to any Company IP against one or more Persons prior to seeking remedies against any other Person. The Company has Made Available all Contracts listed or required to be listed in Section 4.13(a)(i) of the Disclosure Schedule.
Disclosure of Outbound Licenses. Section 3.9(c)(i) of the Target Disclosure Schedule is a complete and accurate list of all Contracts pursuant to which Target or any Subsidiary of Target granted or is required to grant to any Person any express right or license under, any covenant not to assert or xxx or other immunity from suit under, current or future material Target Owned Intellectual Property, or where Target or any Subsidiary of Target has undertaken or assumed any obligation to assert any current or future Intellectual Property Rights against any Person prior to asserting such Intellectual Property Rights against any other Person or any obligation to exhaust remedies as to any material Target Owned Intellectual Property against one or more Persons prior to seeking remedies against any other Person, other than Contracts entered into in the ordinary course of that do not materially deviate in substance from Target or its Subsidiary’s standard form agreements with respect to such licenses or covenants, nondisclosure agreements entered in the ordinary course of business. Section 3.9(c)(i) of the Target Disclosure Schedule indicates which Contracts listed therein contain any express license grant by the Target or any Subsidiary of the Target to any expressly identified Patent that is Target Owned Intellectual Property.
Disclosure of Outbound Licenses. Section 3.11(c)(i) of the Company Disclosure Schedule is a complete and accurate list of all Contracts pursuant to which the Company or any existing or future Affiliate of the Company (including any Company Subsidiary) granted or is required to grant to any Person any right under or license to, any covenant not to assert or xxx or other immunity from suit under or any other rights, to any current or future Intellectual Property, or where the Company or any existing or future Affiliate of the Company has undertaken or assumed any obligation to assert any current or future Intellectual Property against any Person prior to asserting any Intellectual Property against any other Person or any obligation to exhaust remedies as to any Intellectual Property against one or more Persons prior to seeking remedies against any other Person. No Patents owned by Company or any Company Subsidiary are subject to any “License on Transfer” (aka “LOT”), network, or commitment pursuant to which such Patents may not be enforced once the Patents are sold or assigned to any other Person. (ii)
Disclosure of Outbound Licenses. (A) Section 2.10(d)(i)(A) of the Disclosure Schedule is a complete and accurate list of all Contracts (other than Standard Outbound IP Agreements) pursuant to which the Company granted or is required to grant to any Person any right under or license (expressly, by implication, by estoppel or otherwise), any covenant not to assert or xxx or other immunity from suit under or any other rights (including agreement to assert claims against any Persons before asserting against any other Person or to exhaust remedies), to any current or future Intellectual Property Rights, other than non-exclusive Trademark licenses granted in ordinary course in Non-significant Reseller Agreements.
(B) Section 2.10(d)(i)(B) of the Disclosure Schedule is a complete and accurate list of all Contracts (including Standard Outbound IP Agreements) pursuant to which any existing or future Affiliate of the Company granted or is required to grant to any Person any right under or license (expressly, by implication, by estoppel or otherwise), any covenant not to assert or xxx or other immunity from suit under or any other rights, to any current or future Intellectual Property Rights (including agreement to assert claims against any Persons before asserting against any other Person or to exhaust remedies).
Disclosure of Outbound Licenses. Except as set forth in Section 4.7(b)(i) of the Disclosure Schedule, no part of the Assets and Rights has been licensed to any party.
Disclosure of Outbound Licenses. Section 3.9(c)(i) of the Target Disclosure Schedule is a complete and accurate list of all Contracts (or the form thereof) pursuant to which Target or any Subsidiary of Target granted or is required to grant to any Person any right under or license (expressly, by implication, by estoppel or otherwise), any covenant not to assert or xxx or other immunity from suit under or any other rights, to any current or future Intellectual Property Rights, or where Target or any Subsidiary of Target has undertaken or assumed any obligation to assert any current or future Intellectual Property Rights against any Person prior to asserting such Intellectual Property Rights against any other Person or any obligation to exhaust remedies as to any Intellectual Property Rights against one or more Persons prior to seeking remedies against any other Person.
Disclosure of Outbound Licenses. Section 3.10(c)(i) of the Target Disclosure Schedule is a complete and accurate list of all Contracts pursuant to which Target or any Target Subsidiary granted or is required to grant to any Person a license or other right to any Intellectual Property, including any covenant not to assert or xxx or other immunity from suit. Section 3.10(c)(i) of the Target Disclosure Schedule indicates which Contracts listed therein contain any license grant by the Target, any Target Subsidiary or any Target Related Business to any Patent.
Disclosure of Outbound Licenses. Section 3.8(c)(i) of the Target Disclosure Schedule is a complete and accurate list or description of all Contracts pursuant to which Target or any existing or future Affiliate of Target granted or is required to grant to any Person (including, without limitation, any Affiliate of Target) any right under or license, any covenant not to assert or xxx or other immunity from suit under or any other rights, to any current or future Intellectual Property (excluding evaluation and nondisclosure agreements), or where Target or any existing or future Affiliate of Target has undertaken or assumed any obligation to assert any current or future Intellectual Property against any Person prior to asserting any Intellectual Property against any other Person or any obligation to exhaust remedies as to any Intellectual Property against one or more Persons prior to seeking remedies against any other Person. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.
Disclosure of Outbound Licenses. Section 3.9(c)(i) of the Seller Disclosure Schedule is a complete and accurate list of all Assumed Contracts, Assumed Split Contracts, Singapore Shared Contracts or other Contracts pursuant to which Seller or any existing or future Affiliate of Seller granted or is required to grant to any Person (including any Affiliate of Seller) any right under or license, any covenant not to assert or xxx or other immunity from suit under or any other rights, to any Acquired IP (excluding term-limited evaluation agreements and confidentiality/nondisclosure agreements), or where Seller or any existing or future Affiliate of Seller has undertaken or assumed any obligation to assert any Acquired IP against any Person prior to asserting any Intellectual Property against any other Person or any obligation to exhaust remedies as to any Intellectual Property against one or more Persons prior to seeking remedies against any other Person. Section 3.9(c)(i) of the Seller Disclosure Schedule specifies which of the Contracts listed therein include a license, covenant not to assert or other rights under any Patents. None of the Acquired Patents is subject to any “License on Transfer” (aka “LOT”), network, or commitment pursuant to which an Acquired Patent may not be enforced once the Acquired Patent is sold, transferred or assigned to any other Person. The ordinary course past practices of the Business prior to the date of this Agreement have not involved the grant to distributors or sales representatives of licenses, releases or other rights with respect to any Acquired IP, other than (i) non-exclusive Trademark licenses granted to distributors or sales representatives of any Seller Group member or the Additional Seller Group Company and (ii) research and development agreements with Persons providing services to any Seller Group member or the Additional Seller Group Company where a Seller Group member or the Additional Group Company owns the resulting Intellectual Property (except for rights vesting with such Person in any non-transferable Intellectual Property under mandatory Applicable Law and in any such case where ownership by a Seller Group member or the Additional Seller Group Company is not permitted under mandatory Applicable Law, such Person grants to a Seller Group member or the Additional Seller Group Company an irrevocable, exclusive, worldwide, royalty-free, fully paid, transferrable and sublicensable license or usage rights to the extent permitted by Applicable Law).
