Common use of Intangible Rights Clause in Contracts

Intangible Rights. Set forth on Schedule 5.14 is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, Used, licensed or controlled by the Buyer and all goodwill associated therewith. The Buyer owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are necessary or customarily Used by the Buyer for the ownership, management or operation of its Properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed on Schedule 5.14. Except as set forth on Schedule 5.14(i) the Buyer is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Buyer to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Buyer asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and no grounds for any such claims exist; (iv) the Buyer has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the Knowledge of the Buyer, no grounds for any such claims exist; (v) the Buyer has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the Buyer’s businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Buyer to lawfully conduct its business as presently being conducted; (vii) no interest in any of the Buyer’s Intangible Rights has been assigned, transferred, licensed or sublicensed by the Buyer to any person other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed on Schedule 5.14 and were duly made and remain in full force and effect; (ix) to the Knowledge of the Buyer, there has not been any act or failure to act by the Buyer or any of its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Buyer has adequately safeguarded such information from disclosure; and (xi) all of the Buyer’s current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment.

Intangible Rights. Set forth on Schedule 5.14 4.14 is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, Used, licensed or controlled by the Buyer Company and all goodwill associated therewith. The Buyer Company owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are necessary or customarily Used by the Buyer Company for the ownership, management or operation of its Properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed on Schedule 5.144.14. Except as set forth on Schedule 5.14(i4.14, (i) the Buyer Company is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Buyer Company to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Buyer Company asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and to the Knowledge of the Company no grounds for any such claims exist; (iv) the Buyer Company has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the Knowledge of the BuyerCompany, no grounds for any such claims exist; (v) the Buyer Company has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the BuyerCompany’s businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Buyer Company to lawfully conduct its business as presently being conducted; (vii) no interest in any of the BuyerCompany’s Intangible Rights has been assigned, transferred, licensed or sublicensed by the Buyer Company to any person other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed on Schedule 5.14 4.14 and were duly made and remain in full force and effect; (ix) to the Knowledge of the BuyerCompany, there has not been any act or failure to act by the Buyer Company or any of its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Buyer Company has adequately safeguarded such information from disclosure; and (xi) all of the BuyerCompany’s current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment.

Intangible Rights. Set forth on Schedule 5.14 3.15 is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, Used, licensed or controlled by the Buyer Company and all goodwill associated therewith. The Buyer Company owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are necessary or customarily Used by the Buyer Company for the ownership, management or operation of its Properties (“Company Intangible Rights”) including, but not limited to, the Company Intangible Rights listed on Schedule 5.143.15. Except as set forth on Schedule 5.14(i3.15, (i) the Buyer Company is the sole and exclusive owner of all right, title and interest in and to all of the Company Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Company Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Buyer Company to any person by reason of the ownership or use of any of the Company Intangible Rights; (iii) there have been no claims made against the Buyer Company asserting the invalidity, abuse, misuse, or unenforceability of any of the Company Intangible Rights and no grounds for any such claims exist; (iv) the Buyer Company has not made any claim of any violation or infringement by others of any of its Company Intangible Rights or interests therein and, to the Knowledge of the BuyerCompany, no grounds for any such claims exist; (v) the Buyer Company has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Company Intangible Rights, and neither the use of the Company Intangible Rights nor the operation of the BuyerCompany’s businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Company Intangible Rights are sufficient and include all intellectual property rights necessary for the Buyer Company to lawfully conduct its business as presently being conducted; (vii) no interest in any of the BuyerCompany’s Intangible Rights has been assigned, transferred, licensed or sublicensed by the Buyer Company to any person other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Company Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed on Schedule 5.14 3.15 and were duly made and remain in full force and effect; (ix) to the Knowledge of the BuyerCompany, there has not been any act or failure to act by the Buyer Company or any of its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Company Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Company Intangible Rights; (x) to the extent any of the Company Intangible Rights constitutes proprietary or confidential information, the Buyer Company has adequately safeguarded such information from disclosure; and (xi) all of the BuyerCompany’s current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment.

Intangible Rights. Set forth on Schedule 5.14 3.15 is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands service names, brands, copyrights and copyrights formulae (whether or not registered and, if applicable, including pending applications for registration) owned, Used, licensed or controlled by the Buyer Company and all goodwill associated therewith. The Buyer Company owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are necessary or customarily Used by the Buyer Company for the ownership, management or operation of its business or Properties (“"Intangible Rights”") including, but not limited to, the Intangible Rights listed on Schedule 5.143.15. Except as set forth on Schedule 5.14(i3.15, (i) the Buyer Company is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Buyer Company to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Buyer Company asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and no grounds for any such claims exist; (iv) the Buyer Company has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the Knowledge of the BuyerCompany or the Seller, no grounds for any such claims exist; (v) the Buyer Company has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the Buyer’s Company's businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Buyer Company to lawfully conduct its business as presently being conducted; (vii) no interest in any of the Buyer’s Company's Intangible Rights has been assigned, transferred, licensed or sublicensed by the Buyer to any person other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed on Schedule 5.14 3.15 and were duly made and remain in full force and effect; (ix) to the Knowledge of the BuyerCompany, there has not been any act or failure to act by the Buyer Company or any of its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Buyer Company has adequately safeguarded such information from disclosure; and (xi) all of the Buyer’s Company's current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment.

Intangible Rights. Set forth on Schedule 5.14 3.15 is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and registered copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, Used, licensed or controlled by the Buyer and all goodwill associated therewithCompany. The Buyer Company owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are necessary or customarily Used by the Buyer Company for the ownership, management or operation of its Properties (“Intangible Rights”"INTANGIBLE RIGHTS") including, but not limited to, the Intangible Rights listed on Schedule 5.143.15. Except as set forth on Schedule 5.14(i3.15, (i) the Buyer Company is the sole and exclusive owner of all right, title and interest in and to all of the Intangible RightsRights listed or required to be listed on Schedule 3.15, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Buyer Company to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Buyer Company asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and and, to the Knowledge of the Company, no grounds for any such claims exist; (iv) the Buyer Company has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the Knowledge of the BuyerCompany, no grounds for any such claims exist; (v) the Buyer Company has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the Buyer’s Company's businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Buyer to lawfully conduct its business as presently being conducted; (vii) no interest in any of the Buyer’s Company's Intangible Rights has been assigned, transferred, licensed or sublicensed by the Buyer Company to any person other than the Buyer pursuant to this Agreement; (viiivii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed on Schedule 5.14 3.15 and were duly made and remain in full force and effect; (ixviii) to the Knowledge of the BuyerCompany, there has not been any act or failure to act by the Buyer Company or any of its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; and (xix) subject to the extent receipt of any of the Intangible Rights constitutes proprietary or confidential informationrequired license consents that are described on Schedule 3.5, the Buyer has adequately safeguarded such information from disclosure; and (xi) all of the Buyer’s Company's current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment.

Intangible Rights. Set forth on Schedule 5.14 3.15 is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, URLs/domain names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, Used, Used or licensed or controlled by the Buyer Company and all goodwill associated therewith. The Buyer Company owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are necessary or customarily Used by the Buyer for the ownership, management or operation of its Properties (“"Intangible Rights”") including, but not limited to, the Intangible Rights listed on Schedule 5.143.15. Except as set forth on Schedule 5.14(i3.15, (i) the Buyer Company is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Buyer Company to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Buyer Company asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and no grounds for any such claims exist; (iv) the Buyer Company has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the Knowledge of the BuyerCompany, no grounds for any such claims exist; (v) the Buyer Company has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and and, to the Knowledge of the Company, neither the use of the Intangible Rights nor the operation of the Buyer’s Company's businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Buyer Company to lawfully conduct its business as presently being conducted; (vii) no interest in any of the Buyer’s Company's Intangible Rights has been assigned, transferred, licensed or sublicensed by the Buyer Company to any person other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed on Schedule 5.14 3.15 and were duly made and remain in full force and effect; (ix) to the Knowledge of the BuyerCompany, there has not been any act or failure to act by the Buyer Company or any of its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Buyer Company has adequately safeguarded such information from disclosure; and (xi) all of the Buyer’s Company's current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment.

Intangible Rights. Set forth on Schedule 5.14 3.14 is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and registered copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, Used, licensed or controlled by the Buyer and all goodwill associated therewithSeller in connection with the Business. The Buyer Seller owns or has the right to use Use and shall as of the Closing Date own or have the right to use Use any and all information, know-how, trade secretsTrade Secrets, patents, provisional patents, patents pending, patent disclosures, copyrights, trademarks, trade namestradenames, software, formulae, methods, processes and other intangible properties that are necessary or customarily Used by in connection with the Buyer for the ownershipBusiness (together with any associated goodwill, management or operation of its Properties (collectively, “Intangible Rights”) including, but not limited to, the Intangible Rights listed on Schedule 5.143.14. Except as set forth on Schedule 5.14(i3.14, (i) the Buyer Seller has the right to use, or is the sole and exclusive owner of all right, title and interest in and to to, all of the Intangible RightsRights set forth on Schedule 3.14, and has the exclusive right to use and license the same, free and clear of any known claim or conflict with the Intangible Rights of others; ; (ii) no royalties, honorariums or fees are payable by the Buyer Seller to any person Person by reason of the ownership or use of any of the Intangible Rights; ; (iii) there have been no claims made against the Buyer Seller asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and no grounds for any such claims exist; ; (iv) the Buyer Seller has not made any claim of any material violation or infringement by others of any of its Intangible Rights or interests therein and, to the Knowledge of the BuyerSeller, no grounds for any such claims exist; material claim exists; (v) the Buyer Seller has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and to the Knowledge of the Seller neither the use of the Intangible Rights nor the operation of the Buyer’s businesses Business is infringing or has infringed upon any intellectual property rights of others; ; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Buyer Seller to lawfully conduct its business the Business as presently being conducted; ; (vii) except as set forth on Schedule 3.14, no interest in any of the Buyer’s Intangible Rights has been assigned, transferred, licensed or sublicensed by the Buyer Seller to any person other than the Buyer pursuant to this Agreement; Person; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed on Schedule 5.14 3.14 and were duly made and remain in full force and effect; effect except where it has been determined by the Seller in the ordinary course not to maintain, or to cancel, let expire, surrender, or abandon, such registrations, filings, or issuances, in which case such actions are set forth on Schedule 3.14; (ix) to the Knowledge of the BuyerSeller, there has not been any act or failure to act by the Buyer Seller or any of its directorsmembers, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights identified on Schedule 3.14 or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible RightsRights identified on Schedule 3.14 except where it has been determined by the Seller in the ordinary course not to maintain, or to cancel, let expire, surrender, or abandon, such registrations, filings, or issuances, in which case such actions are set forth on Schedule 3.14; and (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Buyer Seller has adequately safeguarded taken commercially reasonable steps to safeguard such information from disclosure; and (xi) all of the Buyer’s current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment.

Intangible Rights. Set forth on Schedule 5.14 4.13 attached hereto is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands brands, and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, Used, licensed licensed, or controlled by the Buyer Company and all goodwill associated therewith. The Buyer Company owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes processes, and other intangible properties that are necessary or customarily Used by the Buyer Company for the ownership, management management, or operation of its Properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed on Schedule 5.144.13. Except as set forth on Schedule 5.14(i4.13, (i) the Buyer Company is the sole and exclusive owner of all right, title title, and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums honorariums, or fees are payable by the Buyer Company to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Buyer Company asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and no grounds for any such claims exist; (iv) the Buyer Company has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein therein, and, to the Knowledge of the BuyerCompany, no grounds for any such claims exist; (v) the Buyer Company has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the BuyerCompany’s businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Buyer Company to lawfully conduct its business as presently being conducted; (vii) no interest in any of the BuyerCompany’s Intangible Rights has been assigned, transferred, licensed licensed, or sublicensed by the Buyer Company to any person other than the Buyer Purchaser pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings filings, or issuances are listed on Schedule 5.14 4.13 and were duly made and remain in full force and effect; (ix) to the Knowledge of the BuyerCompany, there has not been any act or failure to act by the Buyer Company or any of its directorsmanagers, officers, employees, attorneys attorneys, or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Buyer Company has adequately reasonably safeguarded such information from disclosure; and (xi) all of the BuyerCompany’s current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment.

Intangible Rights. Set forth on Schedule 5.14 3.15 is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, Used, licensed or controlled by the Buyer Company and all goodwill associated therewith. The Buyer Company owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade namestradenames, software, formulae, methods, processes and other intangible properties that are necessary or customarily Used by the Buyer Company for the ownership, management or operation of its Properties (“"Intangible Rights”") including, but not limited to, the Intangible Rights listed on Schedule 5.143.15. Except as set forth on Schedule 5.14(i3.15, (i) the Buyer Company is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Buyer Company to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Buyer Company asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and no grounds for any such claims exist; (iv) the Buyer Company has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the Knowledge of the BuyerCompany, no grounds for any such claims exist; (v) the Buyer Company has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the Buyer’s Company's businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Buyer Company to lawfully conduct its business as presently being conducted; (vii) no interest in any of the Buyer’s Company's Intangible Rights has been assigned, transferred, licensed or sublicensed by the Buyer Company to any person other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed on Schedule 5.14 3.15 and were duly made and remain in full force and effect; (ix) to the Knowledge of the BuyerCompany, there has not been any act or failure to act by the Buyer Company or any of its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Buyer Company has adequately safeguarded such information from disclosure; and (xi) all of the Buyer’s Company's current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment.

Intangible Rights. Set forth on Schedule 5.14 3.15 (1) is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, Used, licensed or controlled by the Buyer Company and all goodwill associated therewith. The Buyer Company owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade namestradenames, software, formulae, methods, processes and other intangible properties that are necessary or customarily Used by the Buyer Company for the ownership, management or operation of its Properties (“"Intangible Rights”") including, but not limited to, the Intangible Rights listed on Schedule 5.14. 3.15 (1) Except as set forth on Schedule 5.14(i3.15(2), (i) the Buyer Company is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Buyer Company to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Buyer Company asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and no grounds for any such claims exist; (iv) the Buyer Company has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the Knowledge of the Buyer, no grounds for any such claims exist; made (v1) the Buyer has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the Buyer’s businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Buyer to lawfully conduct its business as presently being conducted; (vii) no interest in any of the Buyer’s Intangible Rights has been assigned, transferred, licensed or sublicensed by the Buyer to any person other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed on Schedule 5.14 and were duly made and remain in full force and effect; (ix) to the Knowledge of the BuyerCompany, there has not been any act or failure to act by the Buyer Company or any of its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Buyer Company has adequately safeguarded such information from disclosure; and (xi) all of the Buyer’s Company's current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment.

Intangible Rights. Set forth on Schedule 5.14 3.15 is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, software, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, Used, licensed or controlled by the Buyer Company and all goodwill associated therewith. The Buyer Company owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are necessary or customarily Used by the Buyer Company for the ownership, management or operation of its Properties (“"Intangible Rights”") including, but not limited to, the Intangible Rights listed on Schedule 5.143.15 with respect to the Business. Except as set forth on Schedule 5.14(i3.15, (i) the Buyer Company is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Buyer Company to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Buyer Company asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and no grounds for any such claims exist; (iv) the Buyer Company has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the Knowledge of the BuyerCompany or Seller, no grounds for any such claims exist; (v) each of the Buyer Company and Seller has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the Buyer’s Company's businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Buyer Company to lawfully conduct its business as presently being conducted; (vii) no interest in any of the Buyer’s Company's Intangible Rights has been assigned, transferred, licensed or sublicensed by the Buyer Company to any person other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed on Schedule 5.14 3.15 and were duly made and remain in full force and effect; (ix) to the Knowledge of the BuyerCompany or Seller, there has not been any act or failure to act by the Buyer Company or any of its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Buyer Company has adequately safeguarded such information from disclosure; and (xi) all of the Buyer’s Company's current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment. Schedule 3.15 also sets forth the names of all employees, contractors, and consultants who have participated in any way in the development of any material portion of the Intangible Rights and/or Properties. Except as set forth on Schedule 3.15, each of such parties has executed a confidentiality, non-disclosure and invention assignment agreement or similar agreement in favor of the Company. The Company has taken all reasonable and customary steps in the industry to protect and preserve the confidential and proprietary nature of all of the Company's Properties and Intangible Rights.

Intangible Rights. Set forth on Schedule 5.14 3.15 is a list and description of all material foreign and domestic patents, patent rightsapplications (whether pending or abandoned), trademarksinvention disclosures, or any other patent rights (collectively, “Patent Rights”); design registrations, trademarks of any type (whether registered, pending, or common law) (collectively, “Trademark Rights”); service marksmarks of any type (whether registered, pending, or common law) (collectively “Service Xxxx Rights”); trade names, brands and ; brands; and/or copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, Used, licensed licensed, or controlled by the Buyer Company and all goodwill associated therewith. The Buyer Company owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patentsPatent Rights, copyrights, trademarksTrademark Rights, trade namesService Xxxx Rights, design registrations, tradenames, software, formulae, methods, processes processes, and other intangible properties that are necessary or customarily Used by the Buyer Company for the ownership, management management, or operation of its Properties (“Intangible Rights”) ), including, but not limited to, the Intangible Rights listed on Schedule 5.143.15. Except as set forth on Schedule 5.14(i3.15, (i) the Buyer Company is the sole and exclusive owner of all right, title title, and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums honorariums, or fees are payable by the Buyer Company to any person Person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Buyer Company asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights Rights, and no grounds for any such claims exist; (iv) the Buyer Company has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the Knowledge of the BuyerCompany, no grounds for any such claims exist; (v) the Buyer Company has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the BuyerCompany’s businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Buyer Company to lawfully conduct its business as presently being conducted; (vii) no interest in any of the BuyerCompany’s Intangible Rights has been assigned, transferred, licensed licensed, or sublicensed by the Buyer Company to any person Person other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in in, or issued by, any Governmental Authority, such registrations, filings filings, or issuances are listed on Schedule 5.14 3.15 and were duly made and remain in full force and effect; (ix) to the Knowledge of the BuyerCompany, there has not been any act or failure to act by the Buyer Company or any of its directorsmembers, managers, officers, employees, attorneys attorneys, or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Buyer Company has adequately safeguarded such information from disclosure; and (xi) all of the BuyerCompany’s current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment.

Intangible Rights. Set forth on Schedule 5.14 is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, Used, licensed or controlled by the Buyer and all goodwill associated therewith. The Buyer Catalytica owns or has the right to use and shall as of the Closing Date own or have the right to use any and all Catalytica-developed information, know-how, trade secrets, patents, copyrights, trademarks, service marks, trade names, brands, software, formulae, methods, processes and other intangible properties that to the Knowledge of Catalytica are necessary or customarily Used by the Buyer for the ownership, management or operation of its Properties and business (“Catalytica Intangible Rights”). In addition, (i) including, but not limited to, the Intangible Rights listed on Schedule 5.14. Except as set forth on Schedule 5.14(i) the Buyer Catalytica is the sole and exclusive owner of all right, title and interest in and to all of the Catalytica Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Catalytica Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Buyer Catalytica to any person Person by reason of the ownership or use of any of the Catalytica Intangible Rights; (iii) there have been no claims made against the Buyer Catalytica asserting the invalidity, abuse, misuse, or unenforceability of any of the Catalytica Intangible Rights and to the Knowledge of Catalytica, no grounds for any such claims exist; (iv) the Buyer Catalytica has not made any claim of any violation or infringement by others of any of its Catalytica Intangible Rights or interests therein and, to the Knowledge of the BuyerCatalytica, no grounds for any such claims exist; (v) the Buyer Catalytica has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Catalytica Intangible Rights, and neither the use of the Catalytica Intangible Rights nor the operation of the BuyerCatalytica’s businesses to the actual Knowledge of Catalytica is infringing or has infringed upon any valid and enforceable intellectual property rights of others; (vi) to the actual Knowledge of Catalytica, the Catalytica Intangible Rights are sufficient and include all intellectual property rights necessary for the Buyer Catalytica to lawfully conduct its business as presently being conducted; (vii) no interest in any of the Buyer’s Intangible Rights has been assigned, transferred, licensed or sublicensed by the Buyer to any person other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Catalytica Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed on Schedule 5.14 and were duly made and remain in full force and effect; (ixviii) to the Knowledge of the Buyer, there has not been any act or failure to act by Catalytica, or to the Buyer or Knowledge of Catalytica, any of its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Catalytica Intangible Rights or Rights, or, to the Knowledge of Catalytica, any other fact which could render invalid or unenforceable, or negate the right to issuance of unenforceable any of the Catalytica Intangible Rights; and (xix) to the extent any of the Catalytica Intangible Rights constitutes proprietary or confidential information, the Buyer Catalytica has adequately safeguarded such information from disclosure; and (xi) all of the Buyer’s current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment.

Intangible Rights. Set forth on Schedule 5.14 3.17 is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, Used, licensed or controlled by the Buyer Company and all goodwill associated therewith. The Buyer Company owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade namestradenames, software, formulae, methods, processes and other intangible properties that are necessary or customarily Used by the Buyer Company for the ownership, management or operation of its Properties and the conduct of the Business (“"Intangible Rights”") including, but not limited to, the Intangible Rights listed on Schedule 5.143.17. Except as set forth on Schedule 5.14(i3.17, (i) the Buyer Company is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Buyer Company to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Buyer grounds exist for asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and there have been no grounds for claims made, nor, to the knowledge of the Company, threatened against the Company asserting any such claims existcircumstances; (iv) the Buyer Company has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the Knowledge of the BuyerCompany, no grounds for any such claims exist; (v) the Buyer Company has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the Buyer’s Company's businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Buyer Company to lawfully conduct its business as presently being conducted; (vii) no interest in any of the Buyer’s Company's Intangible Rights has been assigned, transferred, licensed or sublicensed by the Buyer Company to any person other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed on Schedule 5.14 3.17 and were duly made and remain in full force and effect; (ix) to the Knowledge of the BuyerCompany, there has not been any act or failure to act by the Buyer Company or any of its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Buyer Company has adequately safeguarded such information from disclosure; and (xi) all of the Buyer’s Company's current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment.