Common use of Intellectual Property Assets Clause in Contracts

Intellectual Property Assets. The Company has, or has right to use all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “IAO Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO Intellectual Property necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO Intellectual Property, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO Intellectual Property.

Intellectual Property Assets. The Company has, or has right to use all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “IAO IAGI Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO IAGI Intellectual Property necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO IAGI Intellectual Property, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that any such IAO IAGI Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO IAGI Intellectual Property.

Intellectual Property Assets. (a) The Company has, or has right to use Disclosure Schedule sets forth an accurate and complete list of all patents, patent rights, patent applicationsapplications (collectively, the “Patents”), trademarks, trademark applications, service marks, service xxxx applications, trade names or names, copyrights, any manufacturing processes, formulae, trade secrets and know-how and all applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary prepared, owned by or material for use registered in connection with its business the name of (or otherwise on behalf of) the Company, or of which the Company is a licensor or licensee or in which the Company has any right (collectively, the “IAO Intellectual Property”). . (b) The Company owns is the owner or possesses adequate licenses or other rights licensee of all right, title and interest in and to each item of the Intellectual Property, free and clear of all liens and encumbrances, and has the right to use all IAO such Intellectual Property necessary or material without payment to the conduct a third party, other than in respect of its business as conducted, without any conflict with or infringement licenses disclosed on Schedule 3.10 of the rights of others, Company Disclosure Schedule and as proposed to be conducted, and, except as disclosed set forth in Section 3.9 to the Disclosure Schedule, no such license agreements. (c) No claim is pending against or, to the best of the Company’s knowledge, threatened against the Company to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO Intellectual Property, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 to the Disclosure Schedule, no No claim is pending or, to the best of the Company’s knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the Company, or which the Company otherwise has have the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. . (d) The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products of the Company or to provide the services or proposed services of the Company. The . (e) Except as disclosed on the Company has no material Disclosure Schedule, the Company does not have any obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO Intellectual PropertyProperty of the Company. (f) To the Company’s knowledge, all of the issued Patents are currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees). No Patent has been or is now involved in any interference, reissue, reexamination, or opposition proceeding. (g) All of the issued Patents are currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees), are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety (90) days after the Closing Date.

Intellectual Property Assets. The Company has, or has right to use Exchange Act Reports set forth all ---------------------------- patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or and copyrights, any and all applications for such which are in the process of being prepared prepared, owned by or registered in the name of the Company and/or ICN and/or ICNI, or of which the Company and/or ICN and/or ICNI is a licensor or licensee or in which the Company and/or ICN and/or ICNI has any right. Each of the Company, ICN and other intellectual property rights ICNI has legal title and similar rights necessary ownership of, or material for full right to use in connection with its business all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, licenses, internal domain names, domain name reservations, source and object codes, algorithms, architecture, structure, display, screens, layouts, manufacturing processes, formulae, trade secrets and know how (collectively, “IAO "Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO Intellectual Property ") necessary or material to the --------------------- conduct of its business as currently conducted and as proposed to be conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s 's knowledge, threatened to the effect that the operations of the Company and/or ICN and/or ICNI infringe upon or conflict with the asserted rights of any other person Person under any IAO Intellectual Property, and, to the best of the Company’s 's knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in on Section 3.9 to 2.12 of the Disclosure ScheduleStatement, no claim is pending or, to the best of the Company’s 's knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the Company, Company and/or ICN and/or ICNI or which the Company and/or ICN and/or ICNI otherwise has the right to use, is invalid or unenforceable by the CompanyCompany and/or ICN and/or ICNI, and, to the best of the Company’s 's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s 's knowledge, all material technical information developed by and belonging to the Company that and/or ICN and/or ICNI which has not been patented has been kept confidential. The Neither the Company nor ICN nor ICNI has not granted or assigned to any other person or entity Person any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the CompanyCompany and/or ICN and/or ICNI. The Except as set forth in the Exchange Act Reports, neither the Company nor ICN nor ICNI has no material obligation to compensate any person Person for the use of any Intellectual Property nor has the Company nor ICN nor ICNI granted to any person Person any license or other rights to use in any manner any IAO Intellectual PropertyProperty of the Company and/or of ICN and/or of ICNI.

Intellectual Property Assets. The Company has, or has right Set forth in Section 2.11 to use the Disclosure Schedule is a list of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, trade names or and copyrights, any and all applications for such fxx xuch which are in the process of being prepared and other intellectual property rights and similar rights necessary prepared, owned by or material for use registered in connection with its business (collectivelythe name of the Company, “IAO Intellectual Property”)or of which the Company is a licensor or licensee or in which the Company has any right. The Company owns or possesses adequate licenses or other rights to use all IAO patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, manufacturing processes, formulae, trade secrets and know how (collectively, "Intellectual Property Property") necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 2.11 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s 's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO Intellectual Property, and, to the best of the Company’s 's knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 2.11 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s 's knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s 's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s 's knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO Intellectual PropertyProperty of the Company.

Intellectual Property Assets. The Company has, or has right to use Set forth in Schedule 2.14 is a list of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmaxx xpplications, trade names or names, and copyrights, any and all applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary prepared, owned by, or material for use registered in connection with its business (collectivelythe name of Corporation, “IAO Intellectual Property”)or of which Corporation is a licensor or licensee or in which Corporation has any right. The Company Corporation owns or possesses adequate licenses or other rights to use all IAO patents, patent applications, trademarks, trademark applications, service marks, service maxx xpplications, trade names, copyrights, manufacturing processes, formulae, trade secrets, and know how (collectively, “Intellectual Property Property”) necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 to the Disclosure Schedule, and no claim is pending or, to the best of the CompanyCorporation’s knowledge, threatened to the effect that the operations of the Company Corporation infringe upon or conflict with the asserted rights of any other person Person under any IAO Intellectual Property, and, to the best of the CompanyCorporation’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 to the Disclosure ScheduleSchedule 2.14, no claim is pending or, to the best of the CompanyCorporation’s knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the CompanyCorporation, or which the Company Corporation otherwise has the right to use, is invalid or unenforceable by the CompanyCorporation, and, to the best of the CompanyCorporation’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the CompanyCorporation’s knowledge, all material technical information developed by and belonging to the Company that Corporation which has not been patented has been kept confidential. The Company Corporation has not granted or assigned to any other person or entity any right to manufacture, have manufactured manufactured, or assemble the products or proposed products or to provide the services or proposed services of the CompanyCorporation. The Company Except as set forth in Schedule 2.14, Corporation has no material obligation to compensate any person Person for the use of any Intellectual Property nor has the Company Corporation granted to any person Person any license or other rights to use in any manner any IAO Intellectual PropertyProperty of Corporation.

Intellectual Property Assets. The Company has, or has right to use all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “IAO Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO Intellectual Property necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 3.8 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO Intellectual Property, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 3.8 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO Intellectual Property.

Intellectual Property Assets. The Company has, or has right to use all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “IAO IAGI Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO IAGI Intellectual Property necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 4.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO IAGI Intellectual Property, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 4.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that any such IAO IAGI Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO IAGI Intellectual Property.

Intellectual Property Assets. The Company has, or has right Set forth in Section 2.11 to use the Disclosure Schedule is a list of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or and copyrights, any and all applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary prepared, owned by or material for use registered in connection with its business (collectivelythe name of the Company, “IAO Intellectual Property”)or of which the Company is a licensor or licensee or in which the Company has any right. The Company owns or possesses adequate licenses or other rights to use all IAO patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets and know how (collectively, “Intellectual Property Property”) necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 2.11 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO Intellectual Property, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 2.11 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO Intellectual PropertyProperty of the Company.

Intellectual Property Assets. The Company has, or has right to use Exchange Act Reports set forth all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, trade names or and copyrights, any applications for and all applicationx xxr such which are in the process of being prepared prepared, owned by or registered in the name of the Company and/or ICN and/or ICNI, or of which the Company and/or ICN and/or ICNI is a licensor or licensee or in which the Company and/or ICN and/or ICNI has any right. Each of the Company, ICN and other intellectual property rights ICNI has legal title and similar rights necessary ownership of, or material for full right to use in connection with its business all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, licenses, internal domxxx names, domain name reservations, source and object codes, algorithms, architecture, structure, display, screens, layouts, manufacturing processes, formulae, trade secrets and know how (collectively, “IAO "Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO Intellectual Property ") necessary or material to the conduct of its business as currently conducted and as proposed to be conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s 's knowledge, threatened to the effect that the operations of the Company and/or ICN and/or ICNI infringe upon or conflict with the asserted rights of any other person Person under any IAO Intellectual Property, and, to the best of the Company’s 's knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in on Section 3.9 to 2.12 of the Disclosure ScheduleStatement, no claim is pending or, to the best of the Company’s 's knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the Company, Company and/or ICN and/or ICNI or which the Company and/or ICN and/or ICNI otherwise has the right to use, is invalid or unenforceable by the CompanyCompany and/or ICN and/or ICNI, and, to the best of the Company’s 's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s 's knowledge, all material technical information developed by and belonging to the Company that and/or ICN and/or ICNI which has not been patented has been kept confidential. The Neither the Company nor ICN nor ICNI has not granted or assigned to any other person or entity Person any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the CompanyCompany and/or ICN and/or ICNI. The Except as set forth in the Exchange Act Reports, neither the Company nor ICN nor ICNI has no material obligation to compensate any person Person for the use of any Intellectual Property nor has the Company nor ICN nor ICNI granted to any person Person any license or other rights to use in any manner any IAO Intellectual PropertyProperty of the Company and/or of ICN and/or of ICNI.

Intellectual Property Assets. The Except as set forth in Section 2.8 to the Disclosure Schedule, the Company has, or has right to use all owns no patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, trade names or copyrights, or any applications for such fxx xuch which are in the process of being prepared and other intellectual property rights and similar rights necessary prepared, owned by or material for use registered in connection with its business (collectivelythe name of the Company, “IAO Intellectual Property”)or of which the Company is a licensor or licensee or in which the Company has any right. The Company owns or possesses adequate licenses or other rights to use all IAO Intellectual Property patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, manufacturing processes, xxrmulae, trade secrets and know how (collectively, "INTELLECTUAL PROPERTY") necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 2.8 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s 's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO Intellectual Property, and, to the best of the Company’s 's knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 2.8 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s 's knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s 's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s 's knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO Intellectual PropertyProperty of the Company.

Intellectual Property Assets. The Company has, or has right to use Set forth in Schedule 4.12 of the Disclosure Schedules is a list of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx mxxx applications, trade names or names, and registered copyrights, any and all applications for such which that are in the process of being prepared and other intellectual property rights and similar rights necessary prepared, owned by or material for use registered in connection with its business (collectivelythe name of the Company, “IAO Intellectual Property”)or of which the Company is a licensor or licensee or in which the Company has any right. The Company owns or possesses adequate licenses or other rights to use all IAO Intellectual Property necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person Person under any IAO Intellectual Property, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 to the Disclosure Schedule, no No claim is pending or, to the best of the Company’s knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured manufactured, or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person Person for the use of any Intellectual Property nor has the Company granted to any person Person any license or other rights to use in any manner any IAO Intellectual PropertyProperty of the Company. The Company hereby agrees to provide written notice to all Investors in the event that after the date of this Agreement the Company either acquires a patent or files a patent application with the proper authorities, with such notice to be provided to each Investor no later than five (5) Business Days after such patent is acquired or patent application is filed. Further, the Company hereby agrees to file a Patent Recordation Form with the United States Patent and Trademark Office with respect to each patent or patent application in which the Company has any rights, whether existing as of the date of this Agreement or arising while any of the Notes are outstanding, to reflect the Investors’ security interest in such patents or patent applications as provided hereunder and to provide a copy of such filing with each Investor.

Intellectual Property Assets. The Company has, or has right rights to use use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “IAO Company Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO Intellectual Property necessary or material is sufficient to the permit Company to conduct of its business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 to the Company Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledgeknowledge of Company or any Seller, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO Company Intellectual Property, and, to the best of the Company’s knowledgeknowledge of Company or any Seller, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 to the Company Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledgeknowledge of Company or any Seller, threatened to the effect that any such IAO Company Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best the knowledge of the Company’s knowledgeCompany or any Seller, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s knowledgeknowledge of Company or any Seller, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Company Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO Company Intellectual Property.

Intellectual Property Assets. The Company has, Each Zest Entity has or has right rights to use use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “IAO Zest Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO Zest Intellectual Property necessary or material is sufficient to the permit each Zest Entity to conduct of its business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 3.11 to the Zest Disclosure Schedule, no claim is pending or, to the best of the Company’s Zest Entities’ knowledge, threatened to the effect that the operations of the Company Zest Entities infringe upon or conflict with the asserted rights of any other person under any IAO Intellectual Property, and, to the best of the Company’s Zest Entities’ knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 3.11 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s Zest Entities’ knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the CompanyZest Entities, or which the Company Zest Entities otherwise has have the right to use, is invalid or unenforceable by the CompanyZest Entities, and, to the best of the Company’s Zest Entities’ knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s Zest Entities’ knowledge, all material technical information developed by and belonging to the Company Zest Entities that has not been patented has been kept confidential. The Company Neither Zest Entity has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the CompanyZest Entities. The Company Neither Zest Entity has no any material obligation to compensate any person for the use of any Intellectual Property nor has the Company either Zest Entity granted to any person any license or other rights to use in any manner any IAO Intellectual PropertyProperty of the Zest Entities.

Intellectual Property Assets. The Company has, or has right Set forth in Section 2.11 to use the Disclosure Schedule is a list of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, trade names or and copyrights, any and all applications for xxx such which are in the process of being prepared and other intellectual property rights and similar rights necessary prepared, owned by or material for use registered in connection with its business (collectivelythe name of the Company, “IAO Intellectual Property”)or of which the Company is a licensor or licensee or in which the Company has any right. The Company owns or possesses adequate licenses or other rights to use all IAO patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, manufacturing processes, xxxmulae, trade secrets and know how (collectively, "Intellectual Property Property") necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 2.11 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s 's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO Intellectual Property, and, to the best of the Company’s 's knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 2.11 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s 's knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s 's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s 's knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO Intellectual PropertyProperty of the Company.

Intellectual Property Assets. The Company has, or has right to use all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “IAO IAGI Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO IAGI Intellectual Property necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 4.9 to the IAGI Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO IAGI Intellectual Property, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 4.9 to the IAGI Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that any such IAO IAGI Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO IAGI Intellectual Property.

Intellectual Property Assets. The Company has, or has right to use Set forth in Schedule 2.16 is a list of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or names, and copyrights, any and all applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary on behalf of, owned by, or material for use registered in connection with its business (collectivelythe name of the Corporation, “IAO Intellectual Property”)or of which the Corporation is a licensor or licensee or in which the Corporation has any right, title or interest. The Company Corporation owns or possesses adequate licenses or other rights to use all IAO patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, and know how (collectively, “Intellectual Property Property”) necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 to the Disclosure Schedule, and no claim is pending or, to the best of the CompanyCorporation’s knowledge, threatened to the effect that the operations of the Company Corporation infringe upon or conflict with the asserted rights of any other person Person under any IAO Intellectual Property, and, to the best of the CompanyCorporation’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 to the Disclosure ScheduleSchedule 2.16, no claim is pending or, to the best of the CompanyCorporation’s knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the CompanyCorporation, or which the Company Corporation otherwise has the right to use, is invalid or unenforceable by the CompanyCorporation, and, to the best of the CompanyCorporation’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the CompanyCorporation’s knowledge, all material technical information developed by and belonging to the Company that Corporation which has not been patented has been kept confidential. The Company Corporation has not granted or assigned to any other person or entity any right to manufacture, have manufactured manufactured, or assemble the products or proposed products or to provide the services or proposed services of the CompanyCorporation. The Company Except as set forth in Schedule 2.16, the Corporation has no material obligation to compensate any person Person for the use of any Intellectual Property nor has the Company Corporation granted to any person Person any license or other rights to use in any manner any IAO Intellectual PropertyProperty of the Corporation.