Common use of Intangible Property Rights Clause in Contracts

Intangible Property Rights. Section 4.12 of the Disclosure Schedule sets forth a true and complete list of all patents and patent applications, registered trademarks and trademark applications, registered copyrights and copyright applications and domain names included in the Intellectual Property that are material to the operation of the Acquired Business as currently conducted. Section 4.12 of the Disclosure Schedule also lists all Persons, excluding customers of the Acquired Business, other than Seller or its Affiliates who to the Knowledge of Seller have a right to use any material Intellectual Property owned by the Acquired Business as a result of such Person’s participation in the development of such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each item of Intellectual Property that is material to the operation of the Business as currently conducted, an Acquired Entity or, with respect to items included as Foreign Assets, a Retained Subsidiary is the owner of the entire right, title and interest in and to such Intellectual Property or is validly licensed by the owner of such Intellectual Property to use such Intellectual Property in the conduct of the Business. Except as set forth on Section 4.11 of the Disclosure Schedule, to the Knowledge of the Seller, no Person is engaging in any activity that infringes any Intellectual Property of the Acquired Business that is material to the operation of the Business as currently conducted. To the Knowledge of Seller, no claim has been asserted to the Seller in writing that the use of any Intellectual Property in the operation of the Acquired Business infringes or violates any Intellectual Property rights of any third party. To the Knowledge of the Seller, the consummation of the Transactions herein will not result in the release of any source code or termination of any source code escrow that is material to the operation of the Business. To the Knowledge of the Seller, the Acquired Business has been conducted in accordance with all material provisions of the Data Protection Axx 0000 of the United Kingdom and all other applicable data protection legislation, regulations and codes of practice, including the maintenance of effective registrations and/or notifications. No written notice, allegation, complaint or claim has been received by the Seller alleging that any of the operations of the Acquired Business breach any relevant data protection legislation.

Intangible Property Rights. Section 4.12 The Intangible Property Rights are the only material intangible property used by Seller in the Business, and from and after the Closing Date, Buyer shall have the right to use all of the Disclosure Intangible Property Rights in the Business consistent with Seller's use of the Intangible Property Rights in the Business. Seller owns, or holds adequate licenses, or other rights to use, all of the Intangible Property Rights, such use does not conflict with, infringe on or otherwise violate any rights of any other person. Except as disclosed in Schedule sets forth a true 4.5, all of such licenses and complete list of all patents rights are transferable to Buyer without cost or liability to Buyer and patent applications, registered trademarks and trademark applications, registered copyrights and copyright applications and domain names will be included in the Intellectual Property that are material Purchased Assets being sold to the operation of the Acquired Business as currently conducted. Section 4.12 of the Disclosure Schedule also lists all Persons, excluding customers of the Acquired Business, other than Seller or its Affiliates who to the Knowledge of Seller have a right to use any material Intellectual Property owned by the Acquired Business as a result of such Person’s participation in the development of such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each item of Intellectual Property that is material to the operation of the Business as currently conducted, an Acquired Entity or, with respect to items included as Foreign Assets, a Retained Subsidiary is the owner of the entire right, title and interest in and to such Intellectual Property or is validly licensed by the owner of such Intellectual Property to use such Intellectual Property in the conduct of the BusinessBuyer hereunder. Except as set forth on Section 4.11 Schedule 4.5, Seller has not granted, transferred or assigned any right, license or interest in any of its Intangible Property Rights. In no instance has the eligibility of any copyright to any material property included in the Intangible Property Rights been forfeited to the public domain by omission of any required notice or any other action. All personnel, including employees, agents, consultants and contractors, who have contributed to or participated in the conception and development of any of the Disclosure ScheduleIntangible Property Rights on behalf of Seller either (i) in the case of any copyright, have been party to a "work-for-hire" arrangement or agreement with Seller, in accordance with applicable federal and state law, that has accorded Seller full, effective, exclusive and original ownership of all United States copyrights thereby arising or (ii) shall, prior to the Knowledge Closing, have executed appropriate instruments of assignment in favor of Seller as assignee that convey to Seller full, effective and exclusive ownership of all Intangible Property Rights thereby arising. Except as set forth in Schedule 4.5, Seller has not infringed, is not now infringing and has not received notice of any infringement, on any patent, trade name, trademark, service mark, xxpyright, trade secret, trade dress, design, invention, technology, know-how, process or other proprietary right belonging to any other person, firm or corporation, which infringement would have an adverse effect on any of the Seller, no Person is engaging in any activity that infringes any Intellectual Property of the Acquired Business that is material to the operation of the Business as currently conducted. To the Knowledge of Seller, no claim has been asserted to the Seller in writing that the use of any Intellectual Property in the operation of the Acquired Business infringes Purchased Assets or violates any Intellectual Property rights of any third party. To the Knowledge of the Seller, the consummation of the Transactions herein will not result in the release of any source code or termination of any source code escrow that is material to the operation of the Business. To the Knowledge best of the Seller's knowledge, the Acquired Business has been conducted in accordance with all material provisions there is no infringement by any other person of the Data Protection Axx 0000 of the United Kingdom and all other applicable data protection legislation, regulations and codes of practice, including the maintenance of effective registrations and/or notifications. No written notice, allegation, complaint or claim has been received by the Seller alleging that any of the operations of the Acquired Business breach any relevant data protection legislationIntangible Property Right.

Intangible Property Rights. Section 4.12 The Disclosure Schedule lists all patents, patent applications, inventions, licenses, trade names, trademarks, service marks, brandmarks, copyrights or registrations or applications therefor, franchises and other assets of like kind (such assets and rights herein called "Rights"), used in Seller's business, which are registered in the name of Seller or which affect the Assets in any manner whatsoever (including any such rights held by Parent), the ownership of all the foregoing being separately stated. The expiration dates, if any, of each of the Rights are set forth in the Disclosure Schedule sets forth a true by product. Seller or Parent owns and complete list of possesses all patents and patent applications, registered trademarks and trademark applications, registered copyrights and copyright applications and domain names included Rights used in the Intellectual Property that conduct of Seller's business; such Rights are material adequate for the conduct of Seller's business and the ownership and development of the Assets, and will not be adversely affected by the transactions contemplated hereby and in the Related Documents; and are not being infringed or violated by any other person or entity. All Rights are, and upon the consummation of the transactions contemplated by this Agreement and the Related Documents will be, vested in Buyer free of any equities, claims, liens, encumbrances or restrictions of whatever nature and Seller has not granted any license or right thereto to others. No products sold or services provided by Seller infringe the rights of others. All licenses granted to Seller by others with respect to the business of Seller are set forth in the Disclosure Schedule, and all such licenses are freely assignable. No director, officer, employee, agent or affiliate of Seller or Parent owns, directly or indirectly, in whole or in part, any Rights which the business of Seller has used, or the use of which is necessary for or in furtherance of the business of Seller as now conducted or which affect the Assets in any manner whatsoever. All technology, data, processes, formulas, trade secrets and the like used in the operation of the Acquired Business as currently conductedSeller's business (herein called "Know-How") are owned exclusively by Seller, free of any equities, claims, liens, encumbrances or restrictions of whatever nature and Seller has not granted any license or right thereto to others. Section 4.12 Upon consummation of the Disclosure Schedule also lists transactions contemplated by this Agreement and the Related Documents, Buyer shall have all Persons, excluding customers of the Acquired Business, other than Seller or its Affiliates who to the Knowledge of Seller have a right to use any material Intellectual Property owned by the Acquired Business as a result of such Person’s participation in the development of such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each item of Intellectual Property that is material to the operation of the Business as currently conducted, an Acquired Entity or, with respect to items included as Foreign Assets, a Retained Subsidiary is the owner of the entire right, title rights and interest in and to such Intellectual Property or is validly licensed by Know-How and Seller shall maintain such in strict confidence, which obligation of confidentiality shall survive the owner of such Intellectual Property to use such Intellectual Property in the conduct of the Business. Except as set forth on Section 4.11 of the Disclosure Schedule, to the Knowledge of the Seller, no Person is engaging in any activity that infringes any Intellectual Property of the Acquired Business that is material to the operation of the Business as currently conducted. To the Knowledge of Seller, no claim has been asserted to the Seller in writing that the use of any Intellectual Property in the operation of the Acquired Business infringes or violates any Intellectual Property rights of any third party. To the Knowledge of the Seller, the consummation of the Transactions herein will not result in the release of any source code or termination of any source code escrow that is material to the operation of the Business. To the Knowledge of the Seller, the Acquired Business has been conducted in accordance with all material provisions of the Data Protection Axx 0000 of the United Kingdom and all other applicable data protection legislation, regulations and codes of practice, including the maintenance of effective registrations and/or notifications. No written notice, allegation, complaint or claim has been received by the Seller alleging that any of the operations of the Acquired Business breach any relevant data protection legislationClosing hereunder.

Intangible Property Rights. Section 4.12 The Disclosure Schedule lists all patents, patent applications, inventions, licenses, trade names, trademarks, service marks, brandmarks, registered copyrights or registrations or applications therefor, franchises and other assets of like kind (such assets and rights herein called “Rights”), used in the Business, which are registered in the name of Seller or which affect the Assets in any manner whatsoever (including any such rights held by Affiliates), the ownership of all the foregoing being separately stated. The expiration dates, if any, of each of the Rights are set forth in the Disclosure Schedule sets forth a true and complete list of by product. Seller owns or possesses license rights to all patents and patent applications, registered trademarks and trademark applications, registered copyrights and copyright applications and domain names included Rights used in the Intellectual Property that conduct of the Business; such Rights are material adequate for the conduct of the Business and will not be adversely affected by the transactions contemplated hereby and in the Related Documents; and to Seller’s knowledge are not being infringed or violated by any other person or entity. All Rights are, and upon the consummation of the transactions contemplated by this Agreement and the Related Documents will be, vested in Buyer free of any equities, claims, liens, encumbrances or restrictions of whatever nature and Seller has not granted any license or right thereto to others. No products sold or services provided by Seller infringe the rights of others. All licenses granted to Seller by others with respect to the operation of Business are set forth in the Acquired Business Disclosure Schedule, and except as currently conducted. Section 4.12 of set forth on the Disclosure Schedule also lists all Personssuch licenses are freely assignable. No director, excluding customers officer, employee, agent or affiliate of Seller owns, directly or indirectly, in whole or in part, any Rights which have been used in the Business by Seller, or the use of which is necessary for or in furtherance of the Acquired Business, other than Seller or its Affiliates who to the Knowledge of Seller have a right to use any material Intellectual Property owned by the Acquired Business as a result of such Person’s participation now conducted or which affect the Assets in any manner whatsoever. All technology, data, processes, formulas, trade secrets and the development of such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each item of Intellectual Property that is material to like used in the operation of the Business as currently conducted(herein called “Know-How”) are owned exclusively by Seller, an Acquired Entity orfree of any equities, with respect claims, liens, encumbrances or restrictions of whatever nature and Seller has not granted any license or right thereto to items included as Foreign Assets, a Retained Subsidiary is the owner others. Upon consummation of the entire righttransactions contemplated by this Agreement and the Related Documents, title Buyer shall have all rights and interest in and to such Intellectual Property or is validly licensed by Know-How and Seller shall maintain such in strict confidence, which obligation of confidentiality shall survive the owner of such Intellectual Property to use such Intellectual Property in the conduct of the Business. Except as set forth on Section 4.11 of the Disclosure Schedule, to the Knowledge of the Seller, no Person is engaging in any activity that infringes any Intellectual Property of the Acquired Business that is material to the operation of the Business as currently conducted. To the Knowledge of Seller, no claim has been asserted to the Seller in writing that the use of any Intellectual Property in the operation of the Acquired Business infringes or violates any Intellectual Property rights of any third party. To the Knowledge of the Seller, the consummation of the Transactions herein will not result in the release of any source code or termination of any source code escrow that is material to the operation of the Business. To the Knowledge of the Seller, the Acquired Business has been conducted in accordance with all material provisions of the Data Protection Axx 0000 of the United Kingdom and all other applicable data protection legislation, regulations and codes of practice, including the maintenance of effective registrations and/or notifications. No written notice, allegation, complaint or claim has been received by the Seller alleging that any of the operations of the Acquired Business breach any relevant data protection legislationClosing hereunder.

Intangible Property Rights. Section 4.12 4.13(i) of the Parent Disclosure Schedule sets forth a true and complete list of all patents and patent applications, registered trademarks and trademark applications, registered copyrights and copyright applications applications, and domain names name registrations included in the Intellectual Property Assets that are material to the operation of the Acquired Business as currently conducted. Section 4.12 of the Disclosure Schedule also lists all Persons, excluding customers of the Acquired Business, other than Seller or its Affiliates who to To the Knowledge of Seller have a right to use any material Intellectual Property owned by the Acquired Business as a result of such Person’s participation in the development of such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse EffectParent, with respect to each item of Intellectual Property Assets that is material to the operation of the Business as currently conducted, an Acquired Entity or, with respect has the valid right to items included as Foreign Assets, a Retained Subsidiary is the owner of the entire right, title and interest in and to such Intellectual Property own or is validly licensed by the owner of such Intellectual Property to use such Intellectual Property in the conduct Asset, free and clear of the Businessany Liens, other than Permitted Liens. Except as set forth on Section 4.11 4.13(ii) of the Parent Disclosure Schedule, to the Knowledge of the SellerParent, (a) no Person is engaging in any activity that infringes any Intellectual Property of the Acquired Business Asset that is material to the operation of the Business as currently conducted. To , (b) there is no pending or written threat of any claim, action or proceeding or allegation of infringement or offer of license asserted against Parent or the Knowledge Acquired Entities alleging that the operation of Seller, no claim has been asserted to the Seller in writing that Business as currently conducted or the use of any Intellectual Property Assets in the operation of the Acquired Business infringes as currently conducted infringes, misappropriates, dilutes, or violates any the Intellectual Property rights of any third party, and (c) the operation of the Business as currently conducted, and the use of the Intellectual Property Assets in connection therewith, does not infringe, misappropriate, dilute, or violate the Intellectual Property of any third party. To Except as set forth on Section 4.13(iii) of the Parent Disclosure Schedule or as otherwise provided in the Transition Services Agreement, each item of Intellectual Property Assets owned or used by the Acquired Entities immediately prior to the Closing hereunder will be owned or available for use by the Business on substantially similar terms and conditions immediately subsequent to the Closing hereunder. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Acquired Entities are taking or have taken commercially reasonable actions to maintain, and the actions that, to the Knowledge of Parent, are required to protect, each Intellectual Property Asset. The Acquired Entities have a valid right to access and use all Business IT Systems in connection with the Selleroperation of the Business. Except for the services to be provided pursuant to the Transition Services Agreement, the consummation of the Transactions herein will not result impair or interrupt, in any material respect, (i) the release Acquired Entities’ or the Buying Parties’ access and use of, or their right to access and use, any material portion of the Business IT Systems and (ii) to the Knowledge of Parent, the Business’s customers’ and vendors’ access and use of any source code material portion of the Business IT Systems. The Acquired Entities have taken commercially reasonable steps (A) to secure the Business IT Systems from unauthorized access or termination of use by any source code escrow that is material Person and (B) to ensure the continued and uninterrupted operation of the Business. To the Knowledge of the Seller, the Acquired Business has been conducted in accordance with all material provisions of the Data Protection Axx 0000 of the United Kingdom and all other applicable data protection legislation, regulations and codes of practiceIT Systems, including employing adequate security, encryption, maintenance, disaster recovery, redundancy, backup, archiving and virus or malicious device scanning/protection measures. Neither Parent (with respect to the maintenance of effective registrations and/or notifications. No written notice, allegation, complaint or claim has been received by the Seller alleging that Business) nor any of the operations of Acquired Entities has received written communication from any customer alleging that the Business IT Systems used by the Acquired Business breach Entities to provide products and services to their customers contain any relevant data protection legislationmaterial errors or problems of a material nature that disrupt their operation.

Intangible Property Rights. Section 4.12 (i) The Intangible Property Rights are the only material intangible property used by Seller in the Business, and from and after the Closing Date Buyer shall have the right to use all of the Disclosure Intangible Property Rights in the Business consistent with Seller's use of the Intangible Property Rights in the Business. Seller owns, or holds adequate licenses, or other rights to use, all of the Intangible Property Rights, such use does not conflict with, infringe on or otherwise violate any rights of any other person and Seller has taken all necessary or appropriate actions to protect the Intangible Property Rights. Except as disclosed in Schedule sets forth a true 4.5, all of such licenses and complete list of all patents rights are transferable to Buyer without cost or liability to Buyer and patent applications, registered trademarks and trademark applications, registered copyrights and copyright applications and domain names will be included in the Intellectual Property that are material Purchased Assets being sold to the operation of the Acquired Business as currently conducted. Section 4.12 of the Disclosure Schedule also lists all Persons, excluding customers of the Acquired Business, other than Seller or its Affiliates who to the Knowledge of Seller have a right to use any material Intellectual Property owned by the Acquired Business as a result of such Person’s participation in the development of such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each item of Intellectual Property that is material to the operation of the Business as currently conducted, an Acquired Entity or, with respect to items included as Foreign Assets, a Retained Subsidiary is the owner of the entire right, title and interest in and to such Intellectual Property or is validly licensed by the owner of such Intellectual Property to use such Intellectual Property in the conduct of the BusinessBuyer hereunder. Except as set forth on Section 4.11 Schedule 4.5, Seller has not granted, transferred or assigned any right, license or interest in any of its Intangible Property Rights or entered into any contracts, agreements, licenses or other commitments or arrangements with respect to the marketing, distribution, licensing, or promotion of Seller's software programs or any other Inventory, Technical Documentation, or Intellectual Property Rights by any independent salesperson, distributor, sublicensor, or other remarketing or sales organization. In no instance has the eligibility of any copyright to any material property included in the Intangible Property Rights been forfeited to the public domain by omission of any required notice or any other action. All personnel, including employees, agents, consultants and contractors, who have contributed to or participated in the conception and development of any of the Disclosure Schedule, Intangible Property Rights on behalf of Seller either (i) have been party to the Knowledge of the a "work-for-hire" arrangement or agreement with Seller, no Person is engaging in any activity that infringes any Intellectual Property of the Acquired Business that is material to the operation of the Business as currently conducted. To the Knowledge of Seller, no claim has been asserted to the Seller in writing that the use of any Intellectual Property in the operation of the Acquired Business infringes or violates any Intellectual Property rights of any third party. To the Knowledge of the Seller, the consummation of the Transactions herein will not result in the release of any source code or termination of any source code escrow that is material to the operation of the Business. To the Knowledge of the Seller, the Acquired Business has been conducted in accordance with applicable federal and state law, that has accorded Seller full, effective, exclusive and original ownership of all material provisions intellectual property rights thereby arising or (ii) have executed appropriate instruments of the Data Protection Axx 0000 assignment in favor of the United Kingdom Seller as assignee that convey to Seller full, effective and exclusive ownership of all intangible property rights thereby arising. Except as set forth in Schedule 4.5, Seller has not infringed, is not now infringing and has not received notice of any infringement, on any patent, trade name, trademark, service mark, xxpyright, trade secret, trade dress, design, invention, technology, know-how, process or other applicable data protection legislationproprietary right belonging to any other person, regulations and codes of practicefirm or corporation, including the maintenance of effective registrations and/or notifications. No written notice, allegation, complaint or claim has been received by the Seller alleging that any of the operations of the Acquired Business breach any relevant data protection legislation.which infringement would have an adverse effect on any

Intangible Property Rights. Section 4.12 Schedule 2.12 of the Seller's Disclosure -------------------------- Schedule sets forth a true and complete list of lists all patents and patent applications, registered trademarks and trademark applications, registered copyrights and copyright applications and domain names included in the Intellectual Property that are material to the operation of the Acquired inventions, trade secrets, licenses, trademarks, and applications therefor that Seller uses to conduct the Poultry Diagnostic Business as currently conducted. Section 4.12 of the Disclosure Schedule also lists all Persons, excluding customers of the Acquired Business, other than Seller or its Affiliates who to the Knowledge of Seller have a right to use any material Intellectual Property owned by the Acquired Business as a result of (such Person’s participation in the development of such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each item of Intellectual Property that is material to the operation of the Business as currently conducted, an Acquired Entity or, with respect to items included as Foreign Assets, a Retained Subsidiary is the owner of the entire right, title assets and interest in and to such Intellectual Property or is validly licensed by the owner of such Intellectual Property to use such Intellectual Property in the conduct of the Businessrights herein called "Rights"). Except as set forth on in Section 4.11 2.12 of the Seller's Disclosure Schedule, such Rights are not being infringed or violated by any other person or entity. All Purchased Assets that consist of Rights, are, and upon the consummation of the transactions contemplated by this Agreement and the Related Documents will be, vested in Buyer, pursuant to the Knowledge terms of this Agreement and the License Agreement, free of any Encumbrances, except for those provided in license agreements previously provided to the Buyer and for such Encumbrances that would not have a material adverse effect on Buyer after the Closing. Except as set forth in Section 2.12 of the Seller's Disclosure Schedule, no Person is engaging Seller has not granted any license or right to the Rights to any third party. To the Seller's Knowledge, the Purchased Assets that consist of Rights employed by Seller in connection with the Poultry Diagnostic Business do not infringe upon: other than patents, any activity Rights, proprietary rights or intellectual property of any other person, firm, corporation or other entity. The documents reflecting the Purchased Assets that infringes consist of Rights are current and accurate and sufficient in detail and content to identify the Rights and permit the full and proper use by Buyer, and have been provided to Buyer. Each of Seller's employees who, either alone or in concert with others, developed, invented, discovered, derived, programmed or designed any Intellectual Property of the Acquired Business Assets that is material consist of Rights, or who has Knowledge of or access to the operation information relating to it, has been put on notice that such Rights are proprietary to Seller and are not to be divulged or misused and has executed a form of the Business as currently conductedproprietary information and inventions agreement provided to and approved by Buyer. To the Knowledge of Seller, no claim has the Assets that consist of Rights are presently valid and protectable, and not part of the public knowledge or literature, nor have they been asserted to used, divulged, or appropriated for the Seller in writing that the use benefit of any Intellectual Property in the operation past or present employees or of the Acquired Business infringes or violates any Intellectual Property rights of any third party. To the Knowledge of the Seller, the consummation of the Transactions herein will not result in the release of any source code or termination of any source code escrow that is material to the operation of the Business. To the Knowledge of the Seller, the Acquired Business has been conducted in accordance with all material provisions of the Data Protection Axx 0000 of the United Kingdom and all other applicable data protection legislation, regulations and codes of practice, including the maintenance of effective registrations and/or notifications. No written notice, allegation, complaint or claim has been received by the Seller alleging that any of the operations of the Acquired Business breach any relevant data protection legislation.

Intangible Property Rights. Section 4.12 of the Disclosure Schedule sets forth a true and complete list of all patents and patent applicationsThe Proprietary Rights, registered trademarks and trademark applications, registered copyrights and copyright applications and domain names included in together with the Intellectual Property that are material Rights licensed to the operation Company pursuant to the Patent and Know How License Agreement (the "Licensed Proprietary Rights"), constitute all of the Acquired Business as currently conducted. Section 4.12 of the Disclosure Schedule also lists all Persons, excluding customers of the Acquired Business, other than Seller or its Affiliates who to the Knowledge of Seller have a right to use any material Intellectual Property owned by the Acquired Business as a result of such Person’s participation Rights as: (a) are in use, or have been used, or are or were under development for use, in the development Manufacturing Facilities to manufacture Business Products on or before the Closing Date; (b) are necessary to the use of such Intellectual Propertythe Business Manufacturing Technology; or (c) are necessary to the continued manufacture of the Business Products using the Business Manufacturing Technology. Except as would not reasonably be expected to have a Material Adverse Effectset forth on Schedule 2.12, with respect to each item of Intellectual Property that is material to (a) the operation of Company will on the Business as currently conducted, an Acquired Entity or, with respect to items included as Foreign Assets, a Retained Subsidiary is the owner of the entire ------------- Closing Date own and possess all right, title and interest in and to such Intellectual Property or is validly licensed by all of the owner of such Intellectual Property Proprietary Rights and will have valid and subsisting licenses to continue to use such Intellectual Property the Licensed Proprietary Rights in the conduct a manner consistent with past business practices of the Business. Except as set forth on Section 4.11 ; (b) no claim by any third party contesting the validity, enforceability, use or ownership of any of the Disclosure ScheduleProprietary Rights or the Licensed Proprietary Rights is pending or, to Seller's Knowledge, is threatened and (c) neither Seller nor the Company has received any notice of, and neither Seller nor the Company has any Knowledge of, any infringement or misappropriation by any third party with respect to the Proprietary Rights or the Licensed Proprietary Rights by the manufacture, use or sale of Business Products, or any claim that any Proprietary Rights or Licensed Proprietary Rights is invalid or unenforceable by Seller or the Company; and (d) to Seller's Knowledge, the Company's use of the Seller, no Person Proprietary Rights is engaging in any activity that infringes any Intellectual Property of not infringing upon or otherwise violating the Acquired Business that is material to the operation of the Business as currently conducted. To the Knowledge of Seller, no claim has been asserted to the Seller in writing that the use of any Intellectual Property in the operation of the Acquired Business infringes or violates any Intellectual Property rights of any third party. To All Proprietary Rights are assignable by Seller to the Knowledge Company, and all Licensed Proprietary Rights may be licensed by Seller or one or more of its Affiliates to the Seller, the consummation of the Transactions herein will not result Company in the release of any source code or termination of any source code escrow that is material to the operation of the Business. To the Knowledge of the Seller, the Acquired Business has been conducted in accordance with all material provisions of the Data Protection Axx 0000 of the United Kingdom and all other applicable data protection legislation, regulations and codes of practice, including the maintenance of effective registrations and/or notifications. No written notice, allegation, complaint or claim has been received manner contemplated by the Seller alleging that any of Master Patent and Know How Assignment Agreement and the operations of the Acquired Business breach any relevant data protection legislationPatent and Know How License Agreement.

Intangible Property Rights. Section 4.12 As intangible property rights (patents, copyrights, etc.) of the Disclosure Schedule sets forth a true and complete list of all patents and patent applications, registered trademarks and trademark applications, registered copyrights and copyright applications and domain names included in the Intellectual Property that are material Vendor exist with respect to the operation of products, then the Acquired Business as currently conducted. Section 4.12 of Buyer shall herewith be granted the Disclosure Schedule also lists all Persons, excluding customers of the Acquired Business, other than Seller or its Affiliates who to the Knowledge of Seller have a nonexclusive unrestricted right to use these rights or to cause them to be used by third parties, or to exploit these rights or to cause these rights to be exploited by third parties – and all only in connection with the ordinary use of the products purchased from the Vendor under this Agreement. The Vendor shall guarantee that he is legally capable of assigning all copyrights on any material Intellectual Property owned possible deployed software, and that he has indeed assigned all such software. He shall furthermore guarantee that the products are not encumbered by third-party rights and/or that he has caused rights to be assigned to him from third parties to the extent necessary to enable him to fulfill the present Agreement in full. Insofar as intangible property rights of the Buyer associated with the manufacture of the contractual objects in accordance with the specifications of the Buyer, exist (software protocol) such rights shall remain the property of the Buyer or shall be transferred to the Buyer at the time of delivery. Each party shall inform the Other party without delay about claims issued by third parties who allege that the manufacture or the sale of the products by the Acquired Business as a result Vendor or the Buyer is in breach of such Person’s participation in third party IP rights. Any possible proceedings taken against claims of this nature shall be decided solely by the development of such Intellectual PropertyVendor. Except as would not reasonably be expected The Vendor shall undertake to have a Material Adverse Effect, compensate the Buyer with respect to each item all direct and reasonable claims, liability, losses, costs or expenses (including the cost of Intellectual Property court proceedings and normal lawyers’ costs) associated with the violation of patents, brand rights, copyrights or with the misuse of business secrets by Vendor’s products, and all provided that is material final judgment with respect thereto has been delivered. The Buyer shall undertake to compensate the operation of the Business as currently conducted, an Acquired Entity or, Vendor with respect to items included as Foreign Assetsall direct and reasonable claims, a Retained Subsidiary is liability, losses, costs or expenses (including the owner cost of court proceedings and normal lawyers’ costs) in connection with any act or omission of the entire rightBuyer or anyone on its behalf, title and interest in and to such Intellectual Property or is validly licensed by the owner of such Intellectual Property to use such Intellectual Property in the conduct of the Business. Except as set forth on Section 4.11 of the Disclosure Schedule, to the Knowledge of the Seller, no Person is engaging in any activity all provided that infringes any Intellectual Property of the Acquired Business that is material to the operation of the Business as currently conducted. To the Knowledge of Seller, no claim final judgment with respect thereto has been asserted to the Seller in writing that the use of any Intellectual Property in the operation of the Acquired Business infringes or violates any Intellectual Property rights of any third party. To the Knowledge of the Seller, the consummation of the Transactions herein will not result in the release of any source code or termination of any source code escrow that is material to the operation of the Business. To the Knowledge of the Seller, the Acquired Business has been conducted in accordance with all material provisions of the Data Protection Axx 0000 of the United Kingdom and all other applicable data protection legislation, regulations and codes of practice, including the maintenance of effective registrations and/or notifications. No written notice, allegation, complaint or claim has been received by the Seller alleging that any of the operations of the Acquired Business breach any relevant data protection legislationdelivered.

Intangible Property Rights. Section 4.12 Schedule 1.1(d) is a list of the Disclosure Schedule sets forth a true Intangible Property Rights which are the only material intangible property used by Seller in the Business, and complete list from and after the Closing Date, Buyer shall have the right to use all of the Intangible Property Rights in the Business consistent with Seller’s use of the Intangible Property Rights in the Business. Seller owns, or holds adequate licenses, or other rights to use, modify, change, or amend all patents of the Intangible Property Rights, such use does not conflict with, infringe on or otherwise violate any rights of any other person. All of such licenses and patent applications, registered trademarks rights are transferable to Buyer without cost or liability to Buyer and trademark applications, registered copyrights and copyright applications and domain names will be included in the Intellectual Purchased Assets being sold to Buyer hereunder. Seller has not granted, transferred or assigned any right, license or interest in any of its Intangible Property that are Rights. In no instance has the eligibility of any copyright to any material property included in the Intangible Property Rights been forfeited to the operation public domain by omission of any required notice or any other action. All personnel, including employees, agents, consultants and contractors, who have contributed to or participated in the conception and development of any of the Acquired Business Intangible Property Rights on behalf of Seller either (i) in the case of any copyright, have been party to a “work-for-hire” arrangement or agreement with Seller, in accordance with applicable federal and state law, that has accorded Seller full, effective, exclusive and original ownership of all United States copyrights thereby arising or (ii) shall, prior to the Closing, have executed appropriate instruments of assignment in favor of Seller as currently conductedassignee that convey to Seller full, effective and exclusive ownership of all Intangible Property Rights thereby arising. Section 4.12 Seller has not infringed, is not now infringing and has not received notice of any infringement, on any patent, trade name, trademark, service xxxx, copyright, trade secret, trade dress, design, invention, technology, know-how, process or other proprietary right belonging to any other person, firm or corporation, which infringement would have an adverse effect on any of the Disclosure Schedule also lists all Persons, excluding customers of the Acquired Business, other than Seller Purchased Assets or its Affiliates who to the Knowledge of Seller have a right to use any material Intellectual Property owned by the Acquired Business as a result of such Person’s participation in the development of such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each item of Intellectual Property that is material to the operation of the Business as currently conducted, an Acquired Entity or, with respect to items included as Foreign Assets, a Retained Subsidiary is the owner of the entire right, title and interest in and to such Intellectual Property or is validly licensed by the owner of such Intellectual Property to use such Intellectual Property in the conduct of the Business. Except as set forth on Section 4.11 of the Disclosure Schedule, to the Knowledge of the Seller, no Person is engaging in any activity that infringes any Intellectual Property of the Acquired Business that is material to the operation of the Business as currently conducted. To the Knowledge of Seller, no claim has been asserted to the Seller in writing that the use of any Intellectual Property in the operation of the Acquired Business infringes or violates any Intellectual Property rights of any third party. To the Knowledge of the Seller, the consummation of the Transactions herein will not result in the release of any source code or termination of any source code escrow that is material to the operation of the Business. To the Knowledge best of the Seller’s knowledge, the Acquired Business has been conducted in accordance with all material provisions there is no infringement by any other person of the Data Protection Axx 0000 of the United Kingdom and all other applicable data protection legislation, regulations and codes of practice, including the maintenance of effective registrations and/or notifications. No written notice, allegation, complaint or claim has been received by the Seller alleging that any of the operations of the Acquired Business breach any relevant data protection legislationIntangible Property Right.

Intangible Property Rights. Section 4.12 of the Disclosure Schedule sets forth a Schedules 4.5(C) and 4.5(E) are true and complete list lists of all patents and patent applicationsIntangibles applied for, registered trademarks and trademark applications, registered copyrights and copyright applications and domain names included in the Intellectual Property that are material issued to the operation of the Acquired Business as currently conducted. Section 4.12 of the Disclosure Schedule also lists all Persons, excluding customers of the Acquired Business, other than Seller or its Affiliates who to the Knowledge of Seller have a right to use any material Intellectual Property owned by the Acquired Company, under which the Company is licensed or franchised or in which the Company holds any rights. All of the Intangibles listed on Schedules 4.5(C) and 4.5(E) are valid and in good standing are assignable and, to Seller's knowledge, uncontested, and the Company had delivered to Buyer copies and required assignments of all documents establishing those Intangibles. The Intangibles listed on Schedules 4.5(C) and 4.5(E) are all such property necessary to operate the Business as a result now operated. The Company is not infringing upon or otherwise acting adversely to any Intangibles owned by any other person or persons. No employee of such Person’s participation the Company has any right in or to the Company's proprietary information, including without limitation, computer programs used in the development Company's business. The Company owns or exclusively holds all rights to, free and clear of such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effectall liens, with respect to each item of Intellectual Property that is material to claims and restrictions, all patents, software trademarks, service marks, trade names, and copyrights used in the operation conduct of the Business as currently now conducted. The Company does not, an Acquired Entity orto the knowledge of Seller, after due inquiry and the exercise of reasonable diligence, infringe upon the right or claimed right or claimed right of any person under or with respect to items included as Foreign Assetsany of the above. The Company is not obligated or under any liability whatsoever to make any payments by way of royalties, a Retained Subsidiary fees or otherwise to any owner of, licensor of, or other claimant to any patent used in the conduct of its Business, nor is the owner of the entire rightCompany presently under any license or contract obligation to pay royalties or fees with respect to third-party trademarks, title and interest copyrights or other intellectual property in and to such Intellectual Property or is validly licensed by the owner of such Intellectual Property to use such Intellectual Property in connection with the conduct of the Business. Except as set forth on Section 4.11 of Seller has no knowledge of, nor has Seller received any notice of, any facts which indicate that the Disclosure Schedule, Company does not either (i) own or (ii) have the right to the Knowledge use of the Sellerall know-how, no Person is engaging in any activity that infringes any Intellectual Property of the Acquired Business that is material customer lists, inventions, designs, processes, computer programs, software (and source code) and technical data necessary to the development, manufacture, operation and sale of the Business as currently conductedall products and services sold by it, including trade secrets, free and clear of any rights, liens and claims of others. To the Knowledge knowledge of Seller, no claim has been asserted to after due inquiry and the Seller in writing that exercise of reasonable diligence, the use Company is not using any confidential information or trade secrets of any Intellectual Property in the operation of the Acquired Business infringes former employer or violates any Intellectual Property rights of any third party. To the Knowledge of the Seller, the consummation of the Transactions herein will not result in the release of any source code or termination of any source code escrow that is material to the operation of the Business. To the Knowledge of the Seller, the Acquired Business has been conducted in accordance with all material provisions of the Data Protection Axx 0000 of the United Kingdom and all other applicable data protection legislation, regulations and codes of practice, including the maintenance of effective registrations and/or notifications. No written notice, allegation, complaint or claim has been received by the Seller alleging that any of the operations of the Acquired Business breach any relevant data protection legislationits past or present employees.