Common use of Intellectual Property and Technology Clause in Contracts

Intellectual Property and Technology. Schedule 4.1(h)(i) sets forth a list, as of the date of this Agreement, of all material patents, patent applications, registered trademarks, trademark applications, registered service marks, service xxxx applications, registered copyrights and copyright applications owned by Sellers that relate primarily to the Business or owned by a Sold Subsidiary (except as otherwise provided by Section 5.16 and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties) and included in the Acquired Assets or the Subsidiary Assets and, to the extent indicated on such Schedule, the Intellectual Property listed in Schedule 4.1(h)(i) has been duly registered in, filed in or issued by the United States Copyright Office or the United States Patent and Trademark Office, the appropriate offices in the various states of the United States and the appropriate offices of other jurisdictions. Except as set forth in Schedule 4.1(h)(ii) and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all material Intellectual Property and material Technology (other than licenses) included in the Acquired Assets or the Subsidiary Assets, free and clear of any security interests. Except as set forth in Schedule 4.1(h)(iii), and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all right to xxx and keep any damage awards for any past infringements by third parties of any material Intellectual Property or Technology (other than licenses). Except as set forth in Schedule 4.1(h)(iv), since January 1, 1997, no Seller or Sold Subsidiary has received any written notice from any other Person challenging in any material respect the right of Sellers or the Sold Subsidiaries to use any of the material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets or any rights thereunder. Sellers have taken measures, consistent with Sellers' corporate practice, to protect the secrecy, confidentiality and value of the material Technology included in the Acquired Assets. Except for the Excluded Assets (other than those described in clause (viii) of the definition of Excluded Assets) and subject to Section 2.2(c), Seller does not own any material intellectual property rights that it is not transferring to Purchaser that are required for Purchaser (together with the rights of Purchaser under the Purchaser Ancillary Documents, the Novation Agreements and the Purchaser Permits) to operate the Business after Closing in the manner in which it presently is operated. Except as set forth in Schedule 4.1(h)(v), since January 1, 1997, no Seller or Sold Subsidiary has made any claim in writing of a violation, infringement, misuse or misappropriation by others of their rights to or in connection with any material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets, which claim is still pending. Except as set forth in Schedule 4.1(h)(vi), to the knowledge of CBS, as of the date of this Agreement, there is no pending or threatened claim by any third Person of a violation, infringement, misuse or misappropriation by any Seller or Sold Subsidiary of any intellectual property or technology owned by any third Person, or of the invalidity of any patent or registration of a copyright, trademark, servicemark or trade name included in the Acquired Assets or the Subsidiary Assets, which if adversely determined would reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.1(h)(vii), there are no interferences or other contested proceedings, either pending or, to the knowledge of CBS, threatened, in the United States Copyright Office, the United States Patent and Trademark Office or any Governmental Authority relating to any pending application with respect to any material Intellectual Property. The use by Purchaser and its Affiliates of the names and marks of CBS as permitted under the licenses described in Section 5.9(b) will not infringe on the rights of third parties. Except as provided in the immediately preceding sentence, nothing in this Agreement shall imply an indemnity for the infringement of third party intellectual property rights not within the knowledge of CBS.

Intellectual Property and Technology. Schedule 4.1(h)(i(i) sets forth a listExcept as otherwise disclosed in the Registration Statement, as of the date of this AgreementProspectus and any Permitted Free Writing Prospectus, of the Company and its Subsidiaries owns or has obtained valid and enforceable licenses for all material patents, patent applications, registered inventions, trademarks, trademark applicationstrade names, registered service marks, service xxxx applicationslogos, registered copyrights trade dress, designs, data, database rights, Internet domain names, rights of privacy, rights of publicity, copyrights, works of authorship, license rights, trade secrets, know-how and copyright applications proprietary information (including unpatented and unpatentable proprietary or confidential information, inventions, systems or procedures) and other industrial property and intellectual property rights described in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, as being owned or licensed by Sellers them (collectively, “Intellectual Property”) which are necessary in all material respects for the conduct of its business as currently conducted or as currently proposed to be conducted in the future. To the Company’s knowledge: (i) there are no third parties who have rights to any material Intellectual Property, except for (x) those third party rights set forth in any applicable license agreement with respect to Intellectual Property that relate primarily is disclosed in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus as licensed to the Business Company or any Subsidiary, including but not limited to, customary reversionary rights of third-party licensors, (y) Intellectual Property jointly owned by a Sold Subsidiary third party and the Company or a Subsidiary; and (except as otherwise provided by Section 5.16 and z) Intellectual Property subject (i) to government rights under development contracts under which the Intellectual Property Xxxx-Xxxx Act (P.L. 96-517, Patent and Technology may have been generated, Trademark Act Amendments of 1980); and (ii) to the rights of the United States government and (iii) to licenses granted to third parties) and included in the Acquired Assets or the Subsidiary Assets and, to the extent indicated on such Schedule, the Intellectual Property listed in Schedule 4.1(h)(i) has been duly registered in, filed in or issued by the United States Copyright Office or the United States Patent and Trademark Office, the appropriate offices in the various states of the United States and the appropriate offices of other jurisdictions. Except as set forth in Schedule 4.1(h)(ii) and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary there is the sole and exclusive owner of all material Intellectual Property and material Technology (other than licenses) included in the Acquired Assets or the Subsidiary Assets, free and clear of any security interests. Except as set forth in Schedule 4.1(h)(iii), and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all right to xxx and keep any damage awards for any past infringements no infringement by third parties of any material Intellectual Property or Technology (other than licenses)Property. Except as set forth in Schedule 4.1(h)(iv), since January 1, 1997, no Seller or Sold Subsidiary has received any written notice from any other Person challenging in any material respect the right of Sellers or the Sold Subsidiaries to use any of the material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets or any rights thereunder. Sellers have taken measures, consistent with Sellers' corporate practice, to protect the secrecy, confidentiality and value of the material Technology included in the Acquired Assets. Except for the Excluded Assets (other than those described in clause (viii) of the definition of Excluded Assets) and subject to Section 2.2(c), Seller does not own any material intellectual property rights that it is not transferring to Purchaser that are required for Purchaser (together with the rights of Purchaser under the Purchaser Ancillary Documents, the Novation Agreements and the Purchaser Permits) to operate the Business after Closing in the manner in which it presently is operated. Except as set forth in Schedule 4.1(h)(v), since January 1, 1997, no Seller or Sold Subsidiary has made any claim in writing of a violation, infringement, misuse or misappropriation by others of their rights to or in connection with any material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets, which claim is still pending. Except as set forth in Schedule 4.1(h)(vi), to the knowledge of CBS, as of the date of this Agreement, there There is no pending or threatened claim by any third Person of a violation, infringement, misuse or misappropriation by any Seller or Sold Subsidiary of any intellectual property or technology owned by any third Person, or of the invalidity of any patent or registration of a copyright, trademark, servicemark or trade name included in the Acquired Assets or the Subsidiary Assets, which if adversely determined would reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.1(h)(vii), there are no interferences or other contested proceedings, either pending or, to the knowledge of CBSCompany’s knowledge, threatenedovertly threatened action, suit, proceeding or claim by others: (A) challenging the Company’s or any Subsidiary’s rights in or to any Intellectual Property, and, except as otherwise disclosed in the United States Copyright OfficeRegistration Statement, the United States Patent Prospectus and Trademark Office any Permitted Free Writing Prospectus, the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, except standard patent examination proceedings before the applicable governmental authorities, and, except as otherwise disclosed in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any Governmental Authority relating Subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and, except as otherwise disclosed in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. Each of the Company and its Subsidiaries has complied in all material respects with the terms of each agreement pursuant to any pending application with respect which Intellectual Property has been licensed to any material Intellectual Propertythe Company or a Subsidiary, as applicable, and all such agreements are in full force and effect. The use Company has taken all reasonable steps necessary to secure their interests in the Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. The product candidates described in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus as under development by Purchaser the Company and its Affiliates Subsidiaries fall within the scope of the names and marks claims of CBS as permitted under one or more patents or patent applications owned by, or exclusively licensed to, the licenses described in Section 5.9(b) will not infringe on the rights of third parties. Except as provided in the immediately preceding sentence, nothing in this Agreement shall imply an indemnity for the infringement of third party intellectual property rights not within the knowledge of CBSCompany.

Intellectual Property and Technology. Schedule 4.1(h)(i) sets forth a list, as of the date of this Agreement, of all material patents, patent applications, registered trademarks, trademark applications, registered service marks, service xxxx applications, registered copyrights and copyright applications owned by Sellers that relate primarily to the Business or owned by a Sold Subsidiary (except as otherwise provided by Section 5.16 and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties) and included in the Acquired Assets or the Subsidiary Assets and, to the extent indicated on such Schedule, the Intellectual Property listed in Schedule 4.1(h)(i) has been duly registered in, filed in or issued by the United States Copyright Office or the United States Patent and Trademark Office, the appropriate offices in the various states of the United States and the appropriate offices of other jurisdictions. Except as set forth in Schedule 4.1(h)(ii) and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all material Intellectual Property and material Technology (other than licenses) included in the Acquired Assets or the Subsidiary Assets, free and clear of any security interests. Except as set forth in on Schedule 4.1(h)(iii), and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all right to xxx and keep any damage awards for any past infringements by third parties of any material Intellectual Property or Technology (other than licenses). Except as set forth in on Schedule 4.1(h)(iv), since January 1, 1997, no Seller or Sold Subsidiary has received any written notice from any other Person challenging in any material respect the right of Sellers or the Sold Subsidiaries to use any of the material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets or any rights thereunder. Sellers have taken measures, consistent with Sellers' corporate practice, to protect the secrecy, confidentiality and value of the material Technology included in the Acquired Assets. Except for the Excluded Assets (other than those described in clause (viii) of the definition of Excluded Assets) and subject to Section 2.2(c), Seller does not own any material intellectual property rights that it is not transferring to Purchaser that are required for Purchaser (together with the rights of Purchaser under the Purchaser Ancillary Documents, the Novation Agreements and the Purchaser Permits) to operate the Business after Closing in the manner in which it presently is operated. Except as set forth in on Schedule 4.1(h)(v), since January 1, 1997, no Seller or Sold Subsidiary has made any claim in writing of a violation, infringement, misuse or misappropriation by others of their rights to or in connection with any material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets, which claim is still pending. Except as set forth in on Schedule 4.1(h)(vi), to the knowledge of CBS, as of the date of this Agreement, there is no pending or threatened claim by any third Person of a violation, infringement, misuse or misappropriation by any Seller or Sold Subsidiary of any intellectual property or technology owned by any third Person, or of the invalidity of any patent or registration of a copyright, trademark, servicemark or trade name included in the Acquired Assets or the Subsidiary Assets, which if adversely determined would reasonably be expected to have a Material Adverse Effect. Except as set forth in on Schedule 4.1(h)(vii), there are no interferences or other contested proceedings, either pending or, to the knowledge of CBS, threatened, in the United States Copyright Office, the United States Patent and Trademark Office or any Governmental Authority relating to any pending application with respect to any material Intellectual Property. The use by Purchaser and its Affiliates of the such names 41 and marks of CBS as permitted under the licenses described in Section 5.9(b) will not infringe on the rights of third parties. Except as provided in the immediately preceding sentence, nothing in this Agreement shall imply an indemnity for the infringement of third party intellectual property rights not within the knowledge of CBS.

Intellectual Property and Technology. Schedule 4.1(h)(i3.1(h) sets forth ------------------------------------- a list, as of the date of this Agreement, of all material patents, patent applications, registered trademarks, trademark applications, registered service marks, service xxxx applications, registered copyrights and copyright applications owned by Sellers that relate primarily to the Business or owned by a Sold Subsidiary (except as otherwise provided by Section 5.16 and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (iiother than licenses) to the rights of the United States government and (iii) to licenses granted to third parties) and included in the Acquired Assets or the Subsidiary Assets and, to the extent indicated on such Schedule, the such Intellectual Property listed in Schedule 4.1(h)(i) has been duly registered in, filed in or issued by the United States Copyright Office or the United States Patent and Trademark Office, the appropriate offices in the various states of the United States and the appropriate offices of other jurisdictions. Except as set forth in on Schedule 4.1(h)(ii) and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated3.1(h), (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is Sellers are the sole and exclusive owner of all material Intellectual Property and material Technology (other than licenses) and material Technology included in the Acquired Assets or the Subsidiary Assets, free and clear of any security interests. Except as set forth in on Schedule 4.1(h)(iii3.1(h), and subject (i) to rights under development contracts under which the Intellectual Property and Technology may Sellers have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all right to xxx and keep any damage awards for any past infringements by third parties of any material Intellectual Property or Technology (other than licenses). Except as set forth in Schedule 4.1(h)(iv), since January 1, 1997, no Seller or Sold Subsidiary has not received any written notice from any other Person challenging in any material respect the right of Sellers or the Sold Subsidiaries to use any of the material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets or any rights thereunder. Sellers have taken measures, consistent with Sellers' Seller's corporate practice, to protect the secrecy, confidentiality and value of the material Technology included in the Acquired Assets. Except for the Excluded Assets (other than those described in clause (viii) of the definition of Excluded Assets) and subject to Section 2.2(c), Seller does not own any material intellectual property rights that it is not transferring to Purchaser that are required for Purchaser (together with the rights of Purchaser under the Purchaser Ancillary Documents, the Novation Agreements and the Purchaser Permits) to operate the Business after Closing in the manner in which it presently is operated. Except as set forth in Schedule 4.1(h)(v3.1(h), since January 1, 1997to Seller's knowledge, no Seller material Technology (other than unregistered copyrights) included in the Acquired Assets has been used, divulged or Sold Subsidiary has appropriated for the benefit of any Person other than Sellers, except where such use, divulgence or appropriation would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business or financial condition of the Division. Sellers have not made any claim in writing of a violation, infringement, misuse or misappropriation by others of their rights to or in connection with any material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets, which claim is still pending. Except as set forth in on Schedule 4.1(h)(vi3.1(h), to the knowledge of CBSSeller's knowledge, as of the date of this Agreement, there is no pending or threatened claim by any third Person of a violation, infringement, misuse or misappropriation by any Seller or Sold Subsidiary of Sellers of any intellectual property Intellectual Property or technology Technology owned by any third Person, or of the invalidity of any patent or registration of a copyright, trademark, servicemark or trade name included in the Acquired Assets or the Subsidiary Assets, which is reasonably likely to be adversely determined and which if adversely determined would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business or financial condition of the Division. Except as set forth in Schedule 4.1(h)(vii), there There are no interferences or other contested inter partes proceedings, either pending or, to the knowledge of CBSSeller, threatened, in the United States Copyright Office, the United States Patent and Trademark Office or any Federal, state or local court or before any other Governmental Authority Entity relating to any pending application with respect to any material Intellectual Property. The use by Purchaser and its Affiliates of the names and marks of CBS as permitted under the licenses described in Section 5.9(b) will not infringe on the rights of third parties. Except as provided Property included in the immediately preceding sentence, nothing in this Agreement shall imply an indemnity for the infringement of third party intellectual property rights not within the knowledge of CBSAcquired Assets.

Intellectual Property and Technology. (a) The Company and its Subsidiaries own or have the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property necessary for the operation of their business as presently conducted (the “Company Intellectual Property Rights”). Section 3.20(a) of the Seller Disclosure Schedule 4.1(h)(i) sets forth a listforth, as of the date of this Agreementhereof, of all material patents, patent applications, registered trademarks, trademark applications, registered service marksmarks and trade dress and all applications for trademarks, service xxxx applications, marks and trade dress; all registered copyrights and copyright all applications for copyrights; all patents and patent applications; and all Internet domain names owned by Sellers that relate primarily the Company or its Subsidiaries (the “Scheduled Company Intellectual Property”). With respect to each item of the Business or owned by a Sold Subsidiary (Company Intellectual Property Rights, except as otherwise provided by set forth in Section 5.16 and subject 3.20(a) of the Seller Disclosure Schedule: (i) the Company or a Subsidiary of the Company possesses all right, title, and interest in and to the item, free and clear of any Lien, license, royalty or other restriction other than those licenses, royalties or other restrictions provided for in any applicable instrument granting such item to the Company or its Subsidiaries; and (ii) none of the Company’s or any Company Subsidiary’s rights under development contracts under which will be terminated or impaired, or become terminable, in whole or in part, as a result of the transactions contemplated hereby. With respect to each item of the Scheduled Company Intellectual Property, except as set forth in Section 3.20(a) of the Seller Disclosure Schedule, to the Knowledge of the Seller Parties, the Company’s and its Subsidiaries’ rights are valid and enforceable, and all filings required to maintain the validity thereof have been made. (b) Except as set forth in Section 3.20(b) of the Seller Disclosure Schedule and since January 1, 2016, none of Seller, the Company or any Subsidiary of the Company has received any written notice that the Company’s or any of its Subsidiaries’ use of the Company Intellectual Property Rights has infringed, misappropriated, diluted or otherwise violated any Intellectual Property rights owned by third parties. To the Knowledge of the Seller Parties, the operation by the Company and its Subsidiaries of their business does not and has not infringed, misappropriated, diluted or otherwise violated the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to owned by any third parties) and included in the Acquired Assets or the Subsidiary Assets and, to the extent indicated on such Schedule, the Intellectual Property listed in Schedule 4.1(h)(i) has been duly registered in, filed in or issued by the United States Copyright Office or the United States Patent and Trademark Office, the appropriate offices in the various states of the United States and the appropriate offices of other jurisdictionsparty. Except as set forth in Section 3.20(b) of the Seller Disclosure Schedule 4.1(h)(iiand since January 1, 2016, neither the Company nor any of its Subsidiaries has made any claim against any third party alleging infringement, misappropriation, dilution or other violation of any Company Intellectual Property Rights. (c) All Employees and subject consultants who contributed to the discovery or development of any Company Intellectual Property Rights did so either (i) to rights under development contracts under which within the Intellectual Property and Technology may have been generated, scope of his or her employment or (ii) pursuant to written agreements assigning all Intellectual Property arising therefrom to the rights Company or a Subsidiary of the United States government and Company. (iiid) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all material Intellectual Property and material Technology (other than licenses) included in the Acquired Assets or the Subsidiary Assets, free and clear of any security interests. Except as set forth in Schedule 4.1(h)(iii)Section 3.20(d) of the Seller Disclosure Schedule, the use and subject (i) dissemination by the Company and its Subsidiaries of Personal Information of consumers of its services or users of any websites operated by the Company or its Subsidiaries are in compliance, in all material respects, with all applicable privacy policies and terms of use and applicable Law. The Company and its Subsidiaries use commercially reasonable measures to rights under development contracts under which protect the Intellectual Property Personal Information that is collected and Technology may have been generated, (ii) maintained by them and to require that any third party providing services to the rights Company or any of the United States government and (iii) its Subsidiaries has established reasonable safeguards with respect to licenses granted to third partiesPersonal Information collected by such party. Since January 1, a Seller or a Sold Subsidiary is the sole and exclusive owner of all right to xxx and keep any damage awards for any past infringements by third parties of any material Intellectual Property or Technology (other than licenses). Except 2016, except as set forth in Schedule 4.1(h)(iv), since January 1, 1997, no Seller or Sold Subsidiary has received any written notice from any other Person challenging in any material respect the right of Sellers or the Sold Subsidiaries to use any of the material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets or any rights thereunder. Sellers have taken measures, consistent with Sellers' corporate practice, to protect the secrecy, confidentiality and value of the material Technology included in the Acquired Assets. Except for the Excluded Assets (other than those described in clause (viiiSection 3.20(d) of the definition of Excluded Assets) and subject to Section 2.2(c), Seller does not own any material intellectual property rights that it is not transferring to Purchaser that are required for Purchaser (together with the rights of Purchaser under the Purchaser Ancillary Documents, the Novation Agreements and the Purchaser Permits) to operate the Business after Closing in the manner in which it presently is operated. Except as set forth in Schedule 4.1(h)(v), since January 1, 1997, no Seller or Sold Subsidiary has made any claim in writing of a violation, infringement, misuse or misappropriation by others of their rights to or in connection with any material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets, which claim is still pending. Except as set forth in Schedule 4.1(h)(vi)Disclosure Schedule, to the knowledge of CBS, as Knowledge of the date of this AgreementSeller Parties, there is no pending or threatened claim by any third Person of a violation, infringement, misuse or misappropriation by any Seller or Sold Subsidiary of any intellectual property or technology owned by any third Person, or of the invalidity of any patent or registration of a copyright, trademark, servicemark or trade name included in the Acquired Assets or the Subsidiary Assets, which if adversely determined would reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.1(h)(vii), there are no interferences or other contested proceedings, either pending or, to the knowledge of CBS, threatened, in the United States Copyright Office, the United States Patent and Trademark Office or any Governmental Authority relating to any pending application with respect to any material Intellectual Property. The use by Purchaser and its Affiliates of the names and marks of CBS as permitted under the licenses described in Section 5.9(b) will not infringe on the rights of third parties. Except as provided in the immediately preceding sentence, nothing in this Agreement shall imply an indemnity for the infringement of third party intellectual property rights not within the knowledge of CBS.- 42 -