Common use of Intellectual Property; Year 2000 Clause in Contracts

Intellectual Property; Year 2000. (a) Except as set forth in Item 3.15 of the Company Disclosure Schedule, the Company and its Subsidiaries own, or are validly licensed or otherwise have the right to use, all patents, patent rights, trademarks, trade secrets, trade names, service marks, copyrights and other proprietary intellectual property rights and computer programs (the "Intellectual Property Rights") which are material to the conduct of the business of the Company and its Subsidiaries as presently conducted. (b) To the Company's best knowledge, neither the Company nor any of its Subsidiaries has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of any other Person. Neither the Company nor any of its Subsidiaries has received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation (including any claim that the Company or any such Subsidiary must license or refrain from using any Intellectual Property Rights or other proprietary information of any other Person) which has not been settled or otherwise fully resolved. To the Company's best knowledge, no other Person has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of the Company or any of its Subsidiaries. (c) Assuming that Lucent continues to operate the business of the Company and its Subsidiaries as presently conducted and proposed to be conducted by the Company then, to the Company's best knowledge, Lucent's use of the Intellectual Property Rights or other proprietary information which is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, will not interfere with, infringe upon, misappropriate or otherwise come into conflict with the Intellectual Property Rights or other proprietary information of any other Person. (d) Each employee, agent, consultant or contractor who has materially contributed to or participated in the creation or development of any copyrightable, patentable or trade secret material on behalf of the Company, any of its Subsidiaries or any predecessor in interest thereto either: (i) is a party to a "work-for-hire" agreement under which the Company or such Subsidiary is deemed to be the original owner/author of all property rights therein; or (ii) has executed an assignment or an agreement to assign in favor of the Company, such Subsidiary or such predecessor in interest, as applicable all right, title and interest in such material. (e) The Company has taken all necessary steps reasonably to assure that the year 2000 date change will not adversely affect its operations or the systems and facilities that support the operations of the Company and its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company.

Intellectual Property; Year 2000. (a) Except as set forth in Item 3.15 of the The Company Disclosure Schedule, the Company and its Subsidiaries ownowns, or are is validly licensed or otherwise have has the right to use, all patents, patent rights, trademarks, trade secrets, trademark rights, trade names, trade name rights, service marks, service mark xxxhts and copyrights and other proprietary intellectual property rights and computer programs (the "Intellectual Property Rights") which are material to the conduct of the business Business (the "Intellectual Property Rights"). Schedule 3.14(a) contains a list of (i) patents and patent applications ("Patents"), (ii) trademark registrations and applications and (iii) copyright registrations and applications owned by the Company and its Subsidiaries as presently conductedCompany. (b) To the Best Knowledge of the Company's best knowledge, neither the Company nor any of its Subsidiaries has not interfered with, infringed upon, misappropriated or otherwise come into conflict with any Patent or Intellectual Property Rights or other proprietary information of any other Person. Neither Except as disclosed on Schedule 3.14(b), the Company nor any of its Subsidiaries has not received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation (including any claim that the Company or any such Subsidiary must license or refrain from using any Patents or Intellectual Property Rights or other proprietary information of any other Person) which has not been settled or otherwise fully resolved. To Except as disclosed on Schedule 3.14(b), to the Company's best knowledgeBest Knowledge of the Designated Group, no other Person has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Patents or Intellectual Property Rights or other proprietary information of the Company or any of its SubsidiariesCompany. (c) Assuming Except as disclosed on Schedule 3.14(c), assuming that Lucent continues to operate the business of the Company and its Subsidiaries as presently conducted and proposed to be conducted by the Company Company, then, to the Company's best knowledgeBest Knowledge, Lucent's use of the Patents or Intellectual Property Rights or other proprietary information which is are material to the conduct of the business of by the Company and its Subsidiaries, taken as a whole, will not interfere with, infringe upon, misappropriate or otherwise come into conflict with the Patents or Intellectual Property Rights or other proprietary information of any other Person. (d) Each employee, agent, consultant or contractor who has materially contributed to or participated in the creation or development Person by virtue of any copyrightable, patentable change of control or trade secret material on behalf prohibition of the Company, any of its Subsidiaries or any predecessor assignment provisions in interest thereto either: (i) is a party to a "work-for-hire" agreement under which the Company or such Subsidiary is deemed to be the original owner/author of all property rights therein; or (ii) has executed an assignment or an agreement to assign in favor of the Company, such Subsidiary or such predecessor in interest, as applicable all right, title and interest in such material. (e) The Company has taken all necessary steps reasonably to assure that the year 2000 date change will not adversely affect its operations or the systems and facilities that support the operations of agreements between the Company and its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Companyany such Person.

Intellectual Property; Year 2000. (a) Except as set forth in Item 3.15 of the Company Disclosure Schedule, the The Company and its Subsidiaries own, or are validly licensed or otherwise have the right to use, all patents, patent rights, trademarks, trade secrets, trade names, service marks, copyrights and other proprietary intellectual property rights and computer programs (the "Intellectual Property Rights") ), in each case, which are material to the conduct of the business of the Company and its Subsidiaries as presently conductedSubsidiaries. (b) To the Company's best knowledge, neither the Company nor any of its Subsidiaries has interfered withinfringed upon any patent rights of any other Person, except (i) as set forth in Item 2.15 of the Company Disclosure Schedule and (ii) for any such infringement which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. In addition, neither the Company nor any of its Subsidiaries has infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights (other than patent rights) or other proprietary information of any other Person, except for any such infringement which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries has received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation (including any claim that the Company or any such Subsidiary must license or refrain from using any Intellectual Property Rights or other proprietary information of any other Person) which has not been settled or otherwise fully resolved. To the Company's best knowledge, no other Person has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of the Company or any of its Subsidiaries, except for any such interference, infringement, misappropriation or conflict which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (c) Assuming that Lucent continues to operate the business of the Company and its Subsidiaries as presently conducted and proposed to be conducted by the Company conducted, then, to the Company's best knowledge, Lucent's use of the Intellectual Property Rights or other proprietary information which is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, will not interfere with, infringe upon, misappropriate or otherwise come into conflict with the Intellectual Property Rights or other proprietary information of any other Person. (d) Each employee, agent, consultant or contractor who has materially contributed to or participated in the creation or development of any copyrightable, patentable or trade secret material on behalf of the Company, any of its Subsidiaries or any predecessor in interest thereto either: (i) is a party to a "work-for-hire" agreement agreement, or substantially similar agreement, under which the Company or such Subsidiary is deemed to be the original owner/author of all property rights therein; or (ii) has executed an assignment or an agreement to assign in favor of the Company, such Subsidiary or such predecessor in interest, as applicable all right, title and interest in such material, except for failures to do so that individually or in the aggregate could not reasonably be expected to be material to the Company. (e) The Company has completed a program directed at ensuring that its and its Subsidiaries' products (including prior and current products and technology and products and technology currently under development) are capable upon installation of (i) operating in the same manner and in accordance with their specifications on dates in both the Twentieth and Twenty-First centuries and (ii) accurately processing, providing and receiving date data from, into and between the Twentieth and Twenty-First centuries, including the years 1999 and 2000, and (iii) recognizing year 2000 as a leap year, provided that all non-Company products (e.g., hardware, software or firmware) used in or in combination with the Company's products properly exchange data with the Company's products in the same manner on dates in both the Twentieth and Twenty-First centuries. In addition, the Company has installed all available Year 2000-related customer upgrades and has taken all necessary steps reasonably to assure that the year 2000 date change will not adversely affect its operations or the systems and facilities that support the operations of the Company and its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company. Finally, in conjunction with the Year 2000 date transitions, the Company has not experienced any material date-related failures of its systems and has no knowledge of any date-related issued experience by its customers with respect to the Company's products.

Intellectual Property; Year 2000. (ai) Except as set forth in Item 3.15 of the Company Disclosure Schedule, the Company Excel and its Subsidiaries subsidiaries own, or are validly licensed or otherwise have the right to use, all patents, patent rights, trademarks, trade secrets, trade names, service marks, copyrights and other proprietary intellectual property rights and computer programs (the "Intellectual Property Rights") which are material to the conduct of the business of the Company Excel and its Subsidiaries as presently conductedsubsidiaries. (bii) To the Company's best knowledgeknowledge of Excel, neither the Company Excel nor any of its Subsidiaries subsidiaries has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of any other Personperson, except for any such interference, infringement, misappropriation or other conflict which, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on Excel. Neither the Company Excel nor any of its Subsidiaries subsidiaries has received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation other conflict (including any claim that the Company Excel or any such Subsidiary subsidiary must license or refrain from using any Intellectual Property Rights or other proprietary information of any other Personperson) which has not been settled or otherwise fully resolved. To the CompanyExcel's best knowledge, no other Person person has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of the Company Excel or any of its Subsidiariessubsidiaries, except for any such interference, infringement, misappropriation or other conflict which, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on Excel. (ciii) Assuming that Lucent continues to operate As the business of the Company Excel and its Subsidiaries as subsidiaries is presently conducted and proposed to be conducted without giving effect to any change with respect thereto that may be made by the Company thenLucent, to the CompanyExcel's best knowledge, Lucent's use after the Closing of the Intellectual Property Rights or other proprietary information which is are material to the conduct of the business of the Company Excel and its Subsidiaries, subsidiaries taken as a whole, whole will not interfere with, infringe upon, misappropriate or otherwise come into conflict with the Intellectual Property Rights or other proprietary information of any other Personperson. (div) Each employee, agent, consultant or contractor who has materially contributed to or participated in the creation or development of any copyrightable, patentable or trade secret material on behalf of the CompanyExcel, any of its Subsidiaries subsidiaries or any predecessor in predecessor-in-interest thereto either: either (ix) is a party to a "work-for-hire" agreement under which the Company Excel or such Subsidiary subsidiary is deemed to be the original owner/author of all property rights therein; therein or (iiy) has executed an assignment or an agreement to assign in favor of the CompanyExcel, such Subsidiary subsidiary or such predecessor in predecessor-in-interest, as applicable applicable, all right, title and interest in such material. (ev) The Company Neither Excel nor any of its subsidiaries is a party to any agreement or other arrangement that is currently in effect and which requires Excel or any of its subsidiaries to place into escrow any source code, parts list, schematic, test procedure, technical information or other data relating to products required to be supplied by Excel or any of its subsidiaries pursuant to such agreement or arrangement. (vi) Excel has taken substantially completed all necessary steps reasonably with the intent of ensuring that its products (including prior and current products and technology and products and technology currently under development) will, when used in accordance with associated documentation on a specified platform or platforms, be capable upon installation of (i) operating in the same manner on dates in both the Twentieth and Twenty-First centuries and (ii) accurately processing, providing and receiving date data from, into, and between the Twentieth and Twenty-First centuries, including the years 1999 and 2000 and making leap-year calculations, PROVIDED that all other non-Excel products (e.g., hardware, software and firmware) used by Excel in or in combination with Excel products properly exchange data with Excel products. In addition, Excel has taken the necessary steps to assure ensure that operations and all material systems utilized to support such operations will not be materially adversely impacted by the year 2000 date change will not adversely affect or any other date change. Excel further represents and warrants: (i) the accuracy of year 2000 product information provided on its operations or the systems external website; and facilities (ii) that support the operations of the Company and its Subsidiariesbased on all currently available information, except as could not reasonably be expected Excel believes it has sufficient resources to have a Material Adverse Effect on the Companycomplete all necessary customer year 2000 upgrades.

Intellectual Property; Year 2000. (a) Except as set forth in Item 3.15 of the The Company Disclosure Schedule, the Company and its Subsidiaries ownowns, or are is validly licensed or otherwise have has the right to use, all patents, and patent rights, rights ("Patents") and all trademarks, trade secrets, trademark rights, trade names, trade name rights, service marks, service mark xxxhts, copyrights and other proprietary intellectual property rights and computer programs (the "Intellectual Property Rights") ), in each case, which are material to the conduct of the business of the Company Company. Schedule 3.13 (a) contains a list of (i) Patents and its Subsidiaries as presently conductedPatent applications, (ii) trademark registrations and applications and (iii) copyright registrations and applications owned by the Company. (b) To the Company's best knowledge, neither the The Company nor any of its Subsidiaries has not interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of any other Person. Neither To the best knowledge of the Company, the Company nor has not interfered with, infringed upon, misappropriated or otherwise come into conflict with any Patent of its Subsidiaries any other Person. The Company has not received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation (including any claim that the Company or any such Subsidiary must license or refrain from using any Patents or Intellectual Property Rights or other proprietary information of any other Person) which has not been settled or otherwise fully resolved. To the best knowledge of the Company's best knowledge, no other Person has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Patents or Intellectual Property Rights or other proprietary information of the Company or any of its SubsidiariesCompany. (c) Assuming that Lucent continues to operate the business Business of the Company and its Subsidiaries as presently conducted and proposed to be conducted by the Company conducted, then, to the best knowledge of the Company's best knowledge, Lucent's use of the Patents or Intellectual Property Rights or other proprietary information which is material to the conduct of the business of by the Company and its Subsidiaries, taken as a whole, will not interfere with, infringe upon, misappropriate or otherwise come into conflict with the Patents or Intellectual Property Rights or other proprietary information of any other Person. (d) Each employee, agent, consultant consultant, officer, director or contractor who has materially contributed to or participated in the creation or development of any copyrightable, patentable or trade secret material on behalf of the Company, any of its Subsidiaries Company or any predecessor in interest thereto either: (i) is a party to a "work-for-hire" agreement under which the Company or such Subsidiary is deemed to be the original owner/author of all property rights therein; or (ii) has executed an assignment or an agreement to assign in favor of the Company, such Subsidiary Company or such predecessor in interest, as applicable applicable, all right, title and interest in such material, a copy of which assignment or agreement to assign has been made available to Lucent. (e) The Company has taken all necessary steps reasonably directed at ensuring that its products (including prior and current products and technology and products and technology currently under development) will, when used in accordance with associated documentation on a specified platform or platforms, be capable upon installation of (i) operating in accordance with their specifications on dates in both the Twentieth and Twenty-First centuries and (ii) accurately processing, providing and receiving date data from, into and between the Twentieth and Twenty-First centuries, including the years 1999 and 2000, and making leap-year calculations; provided, that all non-Company products (e.g., hardware, software or firmware) used in or in combination with the Company's products properly exchange data with the Company's products in the same manner on dates in both the Twentieth and Twenty-First centuries. Further, to the best knowledge of the Company, the Company has taken all necessary steps to assure that the year 2000 date change will not adversely affect its operations or the systems and facilities that support the operations of the Company and its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company.support

Intellectual Property; Year 2000. (a) Except as set forth in Item 3.15 of the Company Disclosure Schedule, the The Company and its -------------------------------- Subsidiaries own, or are validly licensed or otherwise have the right to use, all patents, patent rights, trademarks, trade secrets, trade names, service marks, copyrights and other proprietary intellectual property rights and computer programs (the "Intellectual Property Rights") ), in each case, which are ---------------------------- material to the conduct of the business of the Company and its Subsidiaries as presently conductedSubsidiaries. (b) To the Company's best knowledge, neither the Company nor any of its Subsidiaries has interfered withinfringed upon any patent rights of any other Person, except (i) as set forth in Item 2.15 of the Company Disclosure Schedule and (ii) for any such infringement which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. In addition, neither the Company nor any of its Subsidiaries has infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights (other than patent rights) or other proprietary information of any other Person, except for any such infringement which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries has received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation (including any claim that the Company or any such Subsidiary must license or refrain from using any Intellectual Property Rights or other proprietary information of any other Person) which has not been settled or otherwise fully resolved. To the Company's best knowledge, no other Person has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of the Company or any of its Subsidiaries, except for any such interference, infringement, misappropriation or conflict which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (c) Assuming that Lucent continues to operate the business of the Company and its Subsidiaries as presently conducted and proposed to be conducted by the Company conducted, then, to the Company's best knowledge, Lucent's use of the Intellectual Property Rights or other proprietary information which is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, will not interfere with, infringe upon, misappropriate or otherwise come into conflict with the Intellectual Property Rights or other proprietary information of any other Person. (d) Each employee, agent, consultant or contractor who has materially contributed to or participated in the creation or development of any copyrightable, patentable or trade secret material on behalf of the Company, any of its Subsidiaries or any predecessor in interest thereto either: (i) is a party to a "work-for-hire" agreement agreement, or substantially similar agreement, under which the Company or such Subsidiary is deemed to be the original owner/author of all property rights therein; or (ii) has executed an assignment or an agreement to assign in favor of the Company, such Subsidiary or such predecessor in interest, as applicable all right, title and interest in such material, except for failures to do so that individually or in the aggregate could not reasonably be expected to be material to the Company. (e) The Company has completed a program directed at ensuring that its and its Subsidiaries' products (including prior and current products and technology and products and technology currently under development) are capable upon installation of (i) operating in the same manner and in accordance with their specifications on dates in both the Twentieth and Twenty-First centuries and (ii) accurately processing, providing and receiving date data from, into and between the Twentieth and Twenty-First centuries, including the years 1999 and 2000, and (iii) recognizing year 2000 as a leap year, provided that all non- -------- Company products (e.g., hardware, software or firmware) used in or in combination with the Company's products properly exchange data with the Company's products in the same manner on dates in both the Twentieth and Twenty- First centuries. In addition, the Company has installed all available Year 2000- related customer upgrades and has taken all necessary steps reasonably to assure that the year 2000 date change will not adversely affect its operations or the systems and facilities that support the operations of the Company and its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company. Finally, in conjunction with the Year 2000 date transitions, the Company has not experienced any material date-related failures of its systems and has no knowledge of any date-related issued experience by its customers with respect to the Company's products.