Common use of Infringement Claims Affecting In-Licensed IP Clause in Contracts

Infringement Claims Affecting In-Licensed IP. To the Knowledge of the Acquired Corporations, no claim or Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Acquired Corporations is pending or has been threatened, except for any such claim or Proceeding that, if adversely determined, would not materially and adversely affect (a) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired Corporations, or (b) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Company Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge of the Acquired CorporationsCompany’s Knowledge, no claim or Legal Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Acquired Corporations Company is pending or has been threatened, except for any such claim or Legal Proceeding that, if adversely determined, would not materially and adversely affect (a) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired CorporationsCompany, or (b) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Company Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge knowledge of the Acquired CorporationsCompany, as of the date of this Agreement, no claim or Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Acquired Corporations is pending or has been threatened, except for any such claim or Proceeding that, if adversely determined, would not materially and adversely affect (a1) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired Corporations, or (b2) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Company Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge Company’s knowledge (without a requirement of the Acquired Corporationsinquiry), no claim or Legal Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Acquired Corporations Companies is pending or has been threatened, except for any such claim or Legal Proceeding that, if adversely determined, would not materially and adversely affect (aA) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired CorporationsCompanies, or (bB) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Company Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge best of the Acquired CorporationsSeller’s Knowledge, no claim or Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Acquired Corporations Seller is pending or has been threatened, except for any such claim or Proceeding that, if adversely determined, would not materially and adversely affect (a) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired CorporationsSeller, or (b) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Company Seller Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge of the Acquired CorporationsSeller, no claim or Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any the Seller for use in the operation of the Acquired Corporations Business is pending or has been threatened, except for any such claim or Proceeding that, if adversely determined, would not materially and adversely affect (ai) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired Corporations, Seller or (bii) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Company Seller Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge of the Acquired CorporationsCompany’s Knowledge, no claim or Legal Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Acquired Corporations Company is pending or has been threatened, except for any such claim or Legal Proceeding that, if adversely determined, would not materially and adversely affect (a) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired Corporationsuse, or (b) the design, development, manufacturing, marketing, distribution, provision, licensing sale or sale other exploitation of any Company Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge of the Acquired Corporations, no No claim or Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Acquired Corporations Company is pending or or, to the Company’s Knowledge, has been threatened, except for any such claim or Proceeding that, if adversely determined, would not materially and adversely affect (aA) the use or exploitation of such Intellectual Property or Intellectual Property Right by the Company or any of the Acquired Corporations, its Subsidiaries or (bB) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Company Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge Except as set forth in Part 2.12(l)(iii) of the Acquired CorporationsCompany Disclosure Schedule, to the Company’s Knowledge, no claim or Legal Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Acquired Corporations Company is pending or has been threatened, except for any such claim or Legal Proceeding that, if adversely determined, would not materially and adversely affect (a) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired CorporationsCompany, or (b) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Company Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge of the Acquired CorporationsCompanies, no claim or Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Acquired Corporations Companies is pending or has been threatened, except for any such claim or Proceeding that, if adversely determined, would not materially and adversely affect (a) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired CorporationsCompanies, or (b) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Acquired Company Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge best of the Acquired Corporationsknowledge of the Company and the Designated Officer, no claim or Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Acquired Corporations Company is pending or has been threatened, except for any such claim or Proceeding that, if adversely determined, would not materially and adversely affect (ai) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired CorporationsCompany, or (bii) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Company Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge of the each Acquired CorporationsCompany, no claim or Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Acquired Corporations Company is pending or has been threatened, except for any such claim or Proceeding that, if adversely determined, would not materially and adversely affect (a) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired CorporationsCompany, or (b) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Acquired Company Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge of the Acquired CorporationsCompany and any Company Subsidiary, no claim or Proceeding involving any Intellectual Property or Intellectual Property Right licensed to the Company or any of the Acquired Corporations Company Subsidiary is pending or has been threatened, except for any such claim or Proceeding that, if adversely determined, would not materially and adversely affect (ai) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired CorporationsCompany or such Company Subsidiary, or (bii) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Company Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge best of the Acquired CorporationsSeller’s Knowledge, no claim or Proceeding involving any Intellectual Property or Intellectual Property Right licensed to the Seller or any of the Acquired Corporations Subsidiary is pending or has been threatened, except for any such claim or Proceeding that, if adversely determined, would not materially and adversely affect (a) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired CorporationsSeller, or (b) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Company ProductSeller Products.

Infringement Claims Affecting In-Licensed IP. To the Knowledge of the Acquired Corporations, no No claim or Legal Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any the Acquired Companies is pending or, to the Knowledge of the Acquired Corporations is pending or Companies, has been threatened, except for any such claim or Legal Proceeding that, if adversely determined, would not materially and adversely affect (a) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired CorporationsCompanies, or (b) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Acquired Company Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge of the Acquired CorporationsCompany’s knowledge, no claim or Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Acquired Corporations Company is pending or has been threatened, except for any such claim or Proceeding that, if adversely determined, would not materially and adversely affect (a) the use or exploitation of such Intellectual Property or Intellectual Property Right by any Company in connection with the operation of the Acquired Corporationsits business, or (b) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Company Business Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge of the Acquired CorporationsCompany’s Knowledge, no claim or Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Acquired Corporations Company is pending or has been threatened, except for any such claim or Proceeding that, if adversely determined, would not materially and adversely affect (a1) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired CorporationsCompany, or (b2) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Company Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge of the Acquired CorporationsCompany, no claim or Legal Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Acquired Corporations Company is pending or has been threatened, except for any such claim or Legal Proceeding that, if adversely determined, would not materially and adversely affect (ai) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired Corporations, Company or (bii) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Company Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge knowledge of the Acquired CorporationsSeller, no claim or Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Acquired Corporations Seller and related to the Business is pending or has been threatened, except for any such claim or Proceeding that, if adversely determined, would not materially and adversely affect (a) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired Corporations, or (b) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Company Seller Product.

Infringement Claims Affecting In-Licensed IP. To the Knowledge of the Acquired CorporationsCompany, no claim or Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Acquired Corporations Company is pending or has been threatened, except for any such claim or Proceeding that, if adversely determined, would not materially and adversely affect (a) the use or exploitation of such Intellectual Property or Intellectual Property Right by any of the Acquired CorporationsCompany, or (b) the design, development, manufacturing, marketing, distribution, provision, licensing or sale of any Company Product.