Common use of Intellectual Property Rights and Government Approvals Clause in Contracts

Intellectual Property Rights and Government Approvals. Included in Exhibit 3.7.1 is a true and complete list and summary description of all patents, trademarks, service marks, trade names, copyrights (which have been filed with the federal copyright authorities) and rights or licenses to use the same, and any and all applications therefor, presently owned or held by the Company. To the Founders’ knowledge (the Company making this representation and warranty without such qualification), such patents, trademarks, service marks, trade names, copyrights and rights or licenses to use the same, and any and all applications therefor, as well as all trade secrets and similar proprietary information owned or held by the Company, are all that are required to enable the Company to conduct its business as now conducted, and the Company believes that it either now owns, has the right to use, possesses or will be able to obtain possession of or develop, and (with respect to its trade secrets and similar proprietary information) has provided adequate safeguards and security for the protection of, all such rights which it will require to conduct its business as proposed to be conducted as described in the Offering Memorandum. Neither the Company nor any of the Founders has received any formal or informal notice of infringement or other complaint that the Company’s operations traverse or infringe rights under patents, trademarks, service marks, trade names, trade secrets, copyrights or licenses or any other proprietary rights of others, nor do the Company or the Founders have any reason to believe that there has been any such infringement. No person affiliated with the Company has wrongfully employed any trade secrets or any confidential information or documentation proprietary to any former employer, and no person affiliated with the Company has violated any confidential relationship which such person may have had with any third party. The Company has and will have full right and authority to utilize the processes, systems and techniques presently employed by it in the design, development and manufacture of its present products and all of its other products contemplated by the Offering Memorandum and all rights to any processes, systems and techniques developed by any employee or consultant of the Company have been and will be duly and validly assigned to the Company. No royalties, honorariums or fees are or will be payable by the Company to other persons by reason of the ownership or use by the Company of said patents, trademarks, service marks, trade names, trade secrets, copyrights or rights or licenses to use the same or similar proprietary information, or any and all applications therefor. The Company has all material governmental approvals, authorizations, consents, licenses and permits necessary or required to conduct its business as described in the Offering Memorandum. Each Founder for himself (and the Company to its knowledge with respect to all Founders) represents and warrants that no Founder, no associate of any Founder nor any other employee of the Company owns nor holds, directly or indirectly, any interests in any patents, trademarks, service marks, trade names, trade secrets, copyrights, licenses, inventions, any and all applications therefor, or any other proprietary rights used or currently contemplated to be used by the Company.

Intellectual Property Rights and Government Approvals. Included in Exhibit Exhibit 3.7.1 is a true and complete list and summary description of all patents, trademarks, service marks, trade names, copyrights (which have been filed with the federal copyright authorities) and rights or licenses to use the same, and any and all applications therefor, presently owned or held by the Company. To the Founders’ ' knowledge (the Company making this representation and warranty without such qualification), such patents, trademarks, service marks, trade names, copyrights and rights or licenses to use the same, and any and all applications therefor, as well as all trade secrets and similar proprietary information owned or held by the Company, are all that are required to enable the Company to conduct its business as now conducted, and the Company believes that it either now owns, has the right to use, possesses or will be able to obtain possession of or develop, and (with respect to its trade secrets and similar proprietary information) has provided adequate safeguards and security for the protection of, all such rights which it will require to conduct its business as proposed to be conducted as described in the Offering Memorandum. Neither the Company nor any of the Founders has received any formal or informal notice of infringement or other complaint that the Company’s 's operations traverse or infringe rights under patents, trademarks, service marks, trade names, trade secrets, copyrights or licenses or any other proprietary rights of others, nor do the Company or the Founders have any reason to believe that there has been any such infringement. No person affiliated with the Company has wrongfully employed any trade secrets or any confidential information or documentation proprietary to any former employer, and no person affiliated with the Company has violated any confidential relationship which such person may have had with any third party. The Company has and will have full right and authority to utilize the processes, systems and techniques presently employed by it in the design, development and manufacture of its present products and all of its other products contemplated by the Offering Memorandum and all rights to any processes, systems and techniques developed by any employee or consultant of the Company have been and will be duly and validly assigned to the Company. No royalties, honorariums or fees are or will be payable by the Company to other persons by reason of the ownership or use by the Company of said patents, trademarks, service marks, trade names, trade secrets, copyrights or rights or licenses to use the same or similar proprietary information, or any and all applications therefor. The Company has all material governmental approvals, authorizations, consents, licenses and permits necessary or required to conduct its business as described in the Offering Memorandum. Each Founder for himself (and the Company to its knowledge with respect to all Founders) represents and warrants that no Founder, no associate of any Founder nor any other employee of the Company owns nor holds, directly or indirectly, any interests in any patents, trademarks, service marks, trade names, trade secrets, copyrights, licenses, inventions, any and all applications therefor, or any other proprietary rights used or currently contemplated to be used by the Company.

Intellectual Property Rights and Government Approvals. Included in Exhibit 3.7.1 Section 3.8.1 of the Disclosure Schedule is a true and complete list and summary description of all patents, trademarks, service marks, trade names, copyrights (which have been filed with the federal copyright authorities) and rights or licenses to use the same, and any and all applications therefor, presently owned or held by the CompanyCompany or any of its Subsidiaries. To the Founders’ knowledge (the Company making this representation and warranty without such qualification), such Such patents, trademarks, service marks, trade names, copyrights and rights or licenses to use the same, and any and all applications therefor, as well as all trade secrets and similar proprietary information owned or held by the CompanyCompany or any of its Subsidiaries, are all that are required to enable the Company or any of its Subsidiaries to conduct its business as now conducted, and the Company believes and each of its Subsidiaries believe that it they either now ownsown, has have the right to use, possesses or will be able to obtain possession of or develop, and (with respect to its trade secrets and similar proprietary information) has have provided adequate safeguards and security for the protection of, all such rights which it will require to conduct its their business as proposed to be conducted as described in the Offering Memorandumconducted. Neither the Company nor any of its Subsidiaries nor any member of the Founders Executive Management Team has received any formal or informal notice of infringement or other complaint that the Company’s or any Subsidiary’s operations traverse or infringe rights under patents, trademarks, service marks, trade names, trade secrets, copyrights or licenses or any other proprietary rights of others, nor do the Company or any of its Subsidiaries or members of the Founders Executive Management Team have any reason to believe that there has been any such infringement. No To the Executive Management Team’s Best Knowledge, no person affiliated with the Company or any of its Subsidiaries has wrongfully employed any trade secrets or any confidential information or documentation proprietary to any former employer, and no person affiliated with the Company or any of its Subsidiaries has violated any confidential relationship which such person may have had with any third party. The To the Executive Management Team’s Best Knowledge, the Company and each of its Subsidiaries has and will have full right and authority to utilize the processes, systems and techniques presently employed by it in the design, development and manufacture of its present products and all of its other present or presently contemplated products contemplated by the Offering Memorandum and all rights to any processes, systems and techniques developed by any employee or consultant of the Company or any of its Subsidiaries have been and will be duly and validly assigned to the CompanyCompany or the applicable Subsidiary. No To the Best Knowledge of the Executive Management Team, no royalties, honorariums or fees are or will be payable by the Company or any of its Subsidiaries to other persons by reason of the ownership or use by the Company or any of its Subsidiaries of said patents, trademarks, service marks, trade names, trade secrets, copyrights or rights or licenses to use the same or similar proprietary information, or any and all applications therefor. The Company and each of its Subsidiaries has all material governmental approvals, authorizations, consents, licenses and permits necessary or required to conduct its business as described in the Offering Memorandum. Each Founder for himself (and the Company to its knowledge with respect to all Founders) represents and warrants that no Founder, no associate of any Founder nor any other employee of the Company owns nor holds, directly currently conducted or indirectly, any interests in any patents, trademarks, service marks, trade names, trade secrets, copyrights, licenses, inventions, any and all applications therefor, or any other proprietary rights used or currently contemplated as proposed to be used by the Companyconducted.