Common use of Intellectual Property and Proprietary Rights Clause in Contracts

Intellectual Property and Proprietary Rights. (a) Schedule 1(a) contains a true and complete list of all patents, patent applications, trade names, trademarks, service marks, trademark and service xxxx registrations and applications, copyright registrations and applications, and grants of a license or right to Seller with respect to any of the foregoing, owned or claimed to be owned by Seller and used or proposed to be used by Seller in the conduct of the Business, whether or not registered, expired, pending, issued, lapsed or unfiled. Except as set forth on Schedule 4.14(a), Seller owns and has the unrestricted right to use the Intellectual Property Rights and every trade secret, know-how, process, discovery, development, design, tooling, technique, customer and supplier list, marketing and purchasing strategy, invention, process, confidential data and/or other information (collectively, “Proprietary Information”) required for or incident to the sale and use of all products and services sold or rendered or proposed to be sold or rendered by Seller, free and clear of any license, right, equity or claim of others. Seller has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. Seller has not sold, transferred, assigned, licensed or subjected to any Lien any Intellectual Property Right or Proprietary Information or any interest therein or entered into any agreement to do the foregoing. Seller is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property Right or Proprietary Information, except as set forth on Schedule 4.14(a). (b) No Intellectual Property Right or Proprietary Information conflicts with, infringes on or otherwise violates any rights of others or is subject to any pending or, to Seller’s knowledge, threatened litigation or other adverse claim of infringement by any other Person. Except as set forth on Schedule 4.14(b), no claims have been asserted or, to Seller’s knowledge, are threatened by any Person alleging that the conduct of the Business, including the use of the Intellectual Property Rights, owned by, licensed to or used by Seller infringes upon any of such Person’s intellectual property rights. To the knowledge of Seller, there are no valid grounds for any such bona fide claims by any such Persons alleging a conflict with or infringement of such Person’s intellectual property rights. Seller is not aware of any state of facts that casts doubt on the validity or enforceability of any of the Intellectual Property Rights owned by, licensed to or used by Seller. Seller is not aware of any facts that would lead Seller to believe any other Person has infringed or otherwise misappropriated the Intellectual Property Rights or the Proprietary Information of Seller. (c) The transaction contemplated by this Agreement will not violate or breach the terms of any license, or entitle any other party to any such license to terminate or modify it, or otherwise adversely affect Seller’s rights under it. (d) The Intellectual Property Rights owned by or licensed to Seller, or which Seller otherwise has the right to use, constitute all Intellectual Property Rights necessary for the conduct of the Business as presently conducted. Except as set forth on Schedule 4.14(d), following the Closing, Masimo will be entitled to continue to use, practice and exercise rights in, all of the Intellectual Property Rights owned by, licensed to and used by Seller, to the same extent and in the same manner as prior to Closing without financial obligation to any Person. (e) Except as set forth on Schedule 4.14(e), following the Closing, neither Seller nor any Affiliate of Seller will retain or use any of the Intellectual Property Rights owned by, licensed to or used by Seller. (f) Except as set forth on Schedule 4.14(f), none of Seller’s owned Intellectual Property Rights has been developed with the assistance or use of any funding from third parties or third party agencies, including, but not limited to, funding from any Governmental Entity. (g) Except as set forth on Schedule 4.14(g), all current and former employees and consultants of Seller whose duties or responsibilities relate to the Business have entered into confidentiality, intellectual property assignment and proprietary information agreements with and in favor of Seller in the form provided to Masimo. Except as set forth on Schedule 4.14(g), each such Person has waived its non-assignable rights to any Intellectual Property Rights created by it on behalf of Seller. Xxxxxxx Xxxxxx is not an inventor of the Intellectual Property Rights and he did not in any way contribute to the conception or development of the Intellectual Property Rights.

Intellectual Property and Proprietary Rights. (a) Schedule 1(a4.14(a) contains a true and complete list of all patents, patent applications, trade names, trademarks, service marks, trademark and service xxxx registrations and applications, copyright registrations and applications, and grants of a license or right to Seller the Company or the Transferring Subsidiary with respect to any of the foregoing, owned or claimed to be owned by Seller the Company or the Transferring Subsidiary and used or proposed to be used by Seller the Company or the Transferring Subsidiary in the conduct of the Business, whether or not registered, expired, pending, issued, abandoned, lapsed or unfiled. Except as set forth on Schedule 4.14(a), Seller The Company or the Transferring Subsidiary owns and has the unrestricted right to use the Intellectual Property Rights and every trade secret, know-know how, process, discovery, development, design, tooling, technique, customer and supplier list, marketing and purchasing strategy, invention, process, confidential data and/or other information (collectively, “Proprietary Information”) required for or incident to the sale and use of all products and services sold or rendered or proposed to be sold or rendered by Sellerthe Transferring Subsidiary or, in connection with the Business, the Company (collectively, “Proprietary Information”), free and clear of any license, right, equity or claim of others. Seller has The Company and the Transferring Subsidiary have taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. Seller Neither the Company nor the Transferring Subsidiary has not sold, transferred, assigned, licensed or subjected to any Lien any Intellectual Property Right or Proprietary Information or any interest therein or entered into any agreement to do the foregoing. Seller Neither the Company nor the Transferring Subsidiary is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property Right or Proprietary Information, except as set forth on Schedule 4.14(a). (b) No Intellectual Property Right or Proprietary Information conflicts with, infringes on or otherwise violates any rights of others or is subject to any pending or, to Seller’s knowledgethe Knowledge of the Company or the Transferring Subsidiary, threatened litigation or other adverse claim of infringement by any other Person. Except as set forth on Schedule 4.14(b), no claims have been asserted or, to Seller’s knowledgethe Knowledge of the Company or the Transferring Subsidiary, are threatened by any Person alleging that the conduct of the Business, including the use of the Intellectual Property Rights, owned by, licensed to or used by Seller the Company or the Transferring Subsidiary, infringes upon any of such Person’s intellectual property rights. To the knowledge Knowledge of Sellerthe Company or the Transferring Subsidiary, there are no valid grounds for any such bona fide claims by any such Persons alleging a conflict with or infringement of such Person’s intellectual property rights. Seller Neither the Company nor the Transferring Subsidiary is not aware of any state of facts that casts doubt on the validity or enforceability of any of the Intellectual Property Rights owned by, licensed to or used by Sellerthe Company or the Transferring Subsidiary. Seller Neither the Company nor the Transferring Subsidiary is not aware of any facts that would lead Seller the Company or the Transferring Subsidiary to believe any other Person has infringed or otherwise misappropriated the Intellectual Property Rights or the Proprietary Information of Sellerthe Company or the Transferring Subsidiary. (c) The transaction transactions contemplated by this Agreement will not violate or breach the terms of any licenselicense of Intellectual Property Rights, or entitle any other party to any such license to terminate or modify it, or otherwise adversely affect Sellerthe Company’s or the Transferring Subsidiary’s rights under it. (d) The Intellectual Property Rights owned by or licensed to Sellerthe Company or the Transferring Subsidiary, or which Seller the Company or the Transferring Subsidiary otherwise has the right to use, constitute all Intellectual Property Rights necessary for the conduct of the Business as presently conducted. Except as set forth on Schedule 4.14(d), following Following the Closing, Masimo will be entitled to continue to use, practice and exercise rights in, all of the Intellectual Property Rights owned by, licensed to and used by Sellerthe Company and the Transferring Subsidiary, to the same extent and in the same manner as prior to Closing without financial obligation to any Person. (e) Except as set forth on Schedule 4.14(e), following Following the Closing, neither Seller nor none of the Company, the Transferring Subsidiary or any Affiliate of Seller their Affiliates will retain or use any of the Intellectual Property Rights owned by, licensed to or used by Sellerthe Company or the Transferring Subsidiary. (f) Except as set forth on Schedule 4.14(f), none None of Sellerthe Company’s or the Transferring Subsidiary’s owned Intellectual Property Rights has have been developed with the assistance or use of any funding from third parties or third party agencies, including, but not limited to, funding from any Governmental Entity. (g) Except as set forth on Schedule 4.14(g), all All current and former employees and consultants of Seller the Company or the Transferring Subsidiary whose duties or responsibilities relate to the Business have entered into confidentiality, intellectual property assignment and proprietary information agreements with and in favor of Seller the Company or the Transferring Subsidiary in the form provided to Masimo. Except as set forth on Schedule 4.14(g), each Each such Person has waived its non-assignable rights to any Intellectual Property Rights created by it on behalf of Seller. Xxxxxxx Xxxxxx is not an inventor of the Intellectual Property Rights and he did not in any way contribute to Company or the conception or development of the Intellectual Property RightsTransferring Subsidiary.

Intellectual Property and Proprietary Rights. (a) Schedule 1(a) 3.14 -------------------------------------------- contains a true and complete list of all patents, patent applications, trade names, trademarks, service marks, trademark and service xxxx registrations and applications, copyrights, copyright registrations and applications, and grants of a license or right to any Seller with respect to any of the foregoing, owned claimed by any Seller or claimed to be owned by Seller and currently used or proposed to be used by any Seller in the conduct of the Businessits business, whether registered or not registered(collectively, expired, pending, issued, lapsed or unfiledthe "Intellectual Property Rights"). Except as set forth on Schedule 4.14(a), Each Seller owns and or has the unrestricted right to use the Intellectual Property Rights and every trade secret, know-how, process, discovery, development, design, tooling, technique, customer and supplier list, marketing and purchasing strategy, invention, process, confidential data and/or other information (collectively, “"Proprietary Information”") required for or incident to used in the design, development, manufacture, operation, sale and use of all products and services sold or rendered or proposed to be sold or rendered by such Seller, free and clear of any license, right, equity or claim of others. Except as set forth on Schedule 3.14, (a) no Seller has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. Seller has not sold, transferred, assigned, licensed or subjected to any Lien any Intellectual Property Right or Proprietary Information or any interest therein or entered into any agreement to do the foregoing. therein, (b) no Seller is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property Right or Proprietary Information, except as set forth on Schedule 4.14(a). Information and (bc) No no Intellectual Property Right or Proprietary Information conflicts with, infringes on or otherwise violates any rights of others or is subject to any pending or, to Seller’s knowledge, or threatened litigation or other adverse claim of infringement by any other Person. Except as set forth on Schedule 4.14(b), no claims have been asserted or, to Seller’s knowledge, are threatened by any Person alleging that the conduct of the Business, including the use of the Intellectual Property Rights, owned by, licensed to or used by Seller infringes upon any of such Person’s intellectual property rights. To the knowledge of Seller, there are no valid grounds for any such bona fide claims by any such Persons alleging a conflict with or infringement of such Person’s intellectual property rights. Seller is not aware of any state of facts that casts doubt on the validity or enforceability of any of the Intellectual Property Rights owned by, licensed to or used by Seller. Seller is not aware of any facts that would lead Seller to believe any other Person has infringed or otherwise misappropriated the Intellectual Property Rights or the Proprietary Information of Seller. (c) The transaction contemplated by this Agreement will not violate or breach the terms of any license, or entitle any other party to any such license to terminate or modify it, or otherwise adversely affect Seller’s rights under it. (d) The Intellectual Property Rights owned by or licensed to Seller, or which Seller otherwise has the right to use, constitute all Intellectual Property Rights necessary for the conduct of the Business as presently conducted. Except as set forth on Schedule 4.14(d), following the Closing, Masimo will be entitled to continue to use, practice and exercise rights in, all of the Intellectual Property Rights owned by, licensed to and used by Seller, to the same extent and in the same manner as prior to Closing without financial obligation to any Person. (e) Except as set forth on Schedule 4.14(e), following the Closing, neither Seller nor any Affiliate of Seller will retain or use any of the Intellectual Property Rights owned by, licensed to or used by Seller. (f) Except as set forth on Schedule 4.14(f), none of Seller’s owned Intellectual Property Rights has been developed with the assistance or use of any funding from third parties or third party agencies, including, but not limited to, funding from any Governmental Entity. (g) Except as set forth on Schedule 4.14(g), all current and former employees and consultants of Seller whose duties or responsibilities relate to the Business have entered into confidentiality, intellectual property assignment and proprietary information agreements with and in favor of Seller in the form provided to Masimo. Except as set forth on Schedule 4.14(g), each such Person has waived its non-assignable rights to any Intellectual Property Rights created by it on behalf of Seller. Xxxxxxx Xxxxxx is not an inventor of the Intellectual Property Rights and he did not in any way contribute to the conception or development of the Intellectual Property Rights.