Common use of IP Contracts Clause in Contracts

IP Contracts. Section 3.16(f) of the Company Disclosure Letter sets forth a correct and complete list of all IP Contracts. For purposes of this Agreement, “IP Contracts” means all Contracts to which the Company Group is a party as of the date hereof: (i) with respect to material Company Intellectual Property that is licensed or transferred, or subject to a covenant not to sue, to any third Person other than any (A) licenses or covenants not to sue granted in the form of non-disclosure agreements entered into in the ordinary course of business, wherein the license or covenant not to sue permits the use of Company Intellectual Property solely for or on behalf of the Company Group or is otherwise not material to the business of the Company Group and (B) non-exclusive licenses (including software as a service or “SaaS” licenses) or sublicenses granted to customers, service providers or end-users in the ordinary course of business or for which the grant of rights are incidental and not material to the business of the Company Group, taken as a whole, or to the performance of the applicable Contract; (ii) pursuant to which a third Person has licensed or transferred, or granted a covenant not to sue under, any Intellectual Property to a Company Group member, which Intellectual Property is material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole, other than any (A) non-exclusive licenses of “off-the-shelf” commercially available software that is not distributed with or incorporated in any Company Product, (B) licenses to Open Source Software, (C) non-exclusive licenses granted to any member of the Company Group by any customer primarily for the purpose of enabling any member of the Company Group to provide services to such customer or by any employee, consultant, or independent contractor of the Company Group in the ordinary course of business, (D) non-exclusive licenses for which the grant of rights are incidental and not material to the business of the Company Group, taken as a whole, or to the performance under the applicable Contract, and (E) licenses or covenants not to sue granted in the form of non-disclosure agreements entered into in the ordinary course of business, wherein the rights granted to the Company Group are not material to the business of the Company Group taken as a whole; (iii) pursuant to which any member of the Company Group has any revenue share or royalty obligations with respect to the sale or license of any Company Products or data that exceeded in fiscal year 2022 or 2023, or is reasonably expected to exceed in fiscal year 2024, $500,000 per year; (iv) pursuant to which the Company or any Subsidiary is obligated to perform any material development with respect to any material Company Intellectual Property; or (v) pursuant to which any member of the Company Group is restricted from using, registering, or enforcing (other than granting non-exclusive licenses under) any material Company Intellectual Property in any material respect (including settlement agreements, co-existence agreements, and consent agreements). Except as would not, individually or in the aggregate, be material to the business of the Company Group, taken as a whole, neither the Company nor any Subsidiary has developed Intellectual Property for any third party except where the Company or a Subsidiary owns any Intellectual Property developed in connection therewith.

IP Contracts. Section 3.16(f4.16(d) of the Company Disclosure Letter sets forth a correct complete and complete accurate list of all IP Contracts. For purposes Contracts in effect as of the date of this Agreement, “IP Contracts” means all Contracts Agreement (i) pursuant to which the Company Group is or any of its Subsidiaries has granted a party as of the date hereof: (i) with respect license to a third Person under any material Company Intellectual Property that is licensed or transferredProperty, or subject to a covenant not to sue, to any third Person other than any (A) licenses or covenants not to sue granted in the form of non-disclosure agreements entered into in the ordinary course of businessagreements, wherein the license or covenant not to sue permits the use of Company Intellectual Property solely for or on behalf of the Company Group or is otherwise not material to the business of the Company Group and (B) non-exclusive licenses (including software as a service or “SaaS” licenses) or sublicenses granted to customers, service providers or end-users by the Company in the ordinary course of business or for which in connection with the grant provision or sale of rights are incidental any Company product or service, and not material to other licenses entered in the business ordinary course of the Company Group, taken as a whole, or to the performance of the applicable Contractbusiness; (ii) pursuant to which a third Person has licensed or transferred, or granted a covenant not to sue under, any Intellectual Property to a the Company Group member, which Intellectual Property or any of its Subsidiaries that is material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole, other than excluding any (A) non-exclusive licenses of “off-the-shelf” commercially available software that is not distributed with or incorporated in any Company Product, disclosure agreements; (B) non-exclusive licenses to Open Source Software, or related services Contracts for commercially available technology or Intellectual Property; (C) non-exclusive licenses granted to any member of the Company Group by any customer primarily for the purpose of enabling any member of the Company Group to provide services to such customer software and materials licensed as open-source, public-source or by any employee, consultant, or independent contractor of the Company Group in the ordinary course of business, freeware; and (D) non-exclusive licenses Contracts with employees or independent contractors for which the grant of rights are incidental and not material to the business of the Company Group, taken as a wholeassignment of, or to the performance under the applicable Contractlicense to, and (E) licenses or covenants not to sue granted any Intellectual Property, in the form of non-disclosure agreements each case entered into in the ordinary course of business, wherein the rights granted to the Company Group are not material to the business of the Company Group taken as a whole; or (iii) pursuant to which any member of the Company Group has any revenue share or royalty obligations with respect to the sale or license of any Company Products or data that exceeded in fiscal year 2022 or 2023, or is reasonably expected to exceed in fiscal year 2024, $500,000 per year; (iv) pursuant to which the Company or any Subsidiary of its Subsidiaries is obligated to perform any material development with respect to any material Company Intellectual Property; product or (v) pursuant to which otherwise develop any member of the Company Group is restricted from using, registering, or enforcing (other than granting non-exclusive licenses under) any material Company Intellectual Property in any material respect (including settlement agreementsall such Contracts that are, co-existence agreementsor are required to be, listed under clauses (i), (ii) and consent agreements(iii) of this Section 4.16(d), the “IP Contracts”). Except as would notset forth on Section 4.16(d)(ii) of the Company Disclosure Letter, individually neither the Company nor any of its Subsidiaries has performed any material developments for any third Person, and in all such cases the Company or one of its Subsidiaries owns or retains a right to use any material Intellectual Property developed in connection therewith that is used in the aggregate, operation of its business. Except as would not be material to the operations of the business of the Company Groupand its Subsidiaries, taken as a whole, neither the consummation of the Merger will not under any IP Contract result in: (1) the termination of any license of any material Intellectual Property to the Company nor any Subsidiary has developed Intellectual Property for any by a third party except where Person; or (2) the granting by the Company of any license or a Subsidiary owns rights to any Company Intellectual Property developed in connection therewithProperty.

IP Contracts. Section 3.16(f2.15(d) of the Company Disclosure Letter sets forth a true, correct and complete list of all IP Contracts. For purposes of this Agreement, “IP Contracts” means all material Contracts to which the Company Group or any of its Subsidiaries is a party as of the date hereof: (i) with respect to material Company Intellectual Property that is licensed or transferredtransferred to any Third Person, or subject to under which the Company or any of its Subsidiaries has granted a Third Person a covenant not to suexxx, to any third Person other than any (A) licenses or covenants not to sue granted in the form of non-disclosure agreements entered into in the ordinary course of business, wherein the license or covenant not to sue permits the use of Company Intellectual Property solely for or on behalf of the Company Group or is otherwise not material to the business of the Company Group and (B) non-exclusive licenses (including a software as a service or “SaaS” licenseslicense) or sublicenses granted to customers, service providers or end-users in the ordinary course of business or for which in connection with the grant of rights are incidental and not material to the business sale or provisioning of the Company Group, taken as a whole, Company’s or to the performance of the applicable Contractits Subsidiaries’ products or services; (ii) pursuant to which a third Third Person has licensed or transferred, or granted a covenant not to sue under, transferred any Intellectual Property Rights to a Company Group member, which Intellectual Property is material to the operation of the business of the Company or any of its Subsidiaries, taken as or granted the Company or any of its Subsidiaries a wholecovenant not to be sued, other than any (A) non-exclusive licenses of “off-the-shelf” commercially available software that is not distributed with or incorporated in any Company Product, (B) licenses to Open Source Software, (C) non-exclusive licenses granted to any member of the Company Group by any customer primarily for the purpose of enabling any member of the Company Group to provide services to such customer or by any employee, consultant, or independent contractor of the Company Group in the ordinary course of business, (D) non-exclusive licenses for which the grant of rights are incidental and not material to the business of the Company Group, taken as a whole, or to the performance under the applicable Contract, and (E) licenses or covenants not to sue granted in the form of non-disclosure agreements entered into in the ordinary course of business, wherein (B) non-exclusive licenses of commercially available Intellectual Property Rights and Technology with annual payments by the rights granted Company or its Subsidiaries of less than $250,000, (C) non-exclusive licenses to Intellectual Property Rights and Technology licensed as open-source, public-source or freeware, and (D) agreements entered into in the ordinary course of business with employees, contractors, and service providers (to the extent that (x) any licenses of Intellectual Property Rights under such agreements are non-exclusive and incidental to the services being provided or performed by such employee, contractor or service provider and (y) any transfers of Intellectual Property Rights under such agreements convey all of the assignor’s right, title and interest in and to the applicable Intellectual Property Rights to the Company Group are not material to the business or any of the Company Group taken as a wholeits Subsidiaries); or (iii) pursuant to which any member of the Company Group has any revenue share or royalty obligations with respect to the sale or license of any Company Products or data that exceeded in fiscal year 2022 or 2023, or is reasonably expected to exceed in fiscal year 2024, $500,000 per year; (iv) pursuant to which the Company or any Subsidiary of its Subsidiaries is obligated to perform any material development with respect to any material Company Intellectual Property; product or (v) pursuant to which otherwise develop any member of the Company Group is restricted from using, registering, or enforcing (other than granting non-exclusive licenses under) any material Company Intellectual Property in any material respect (including settlement agreementsall such Contracts, co-existence agreements, and consent agreementsthe “IP Contracts”). Except as would not, individually or in the aggregate, be material to the business of the Company Group, taken as a whole, neither Neither the Company nor any Subsidiary of its Subsidiaries has developed Intellectual Property performed developments for any third party Third Person except where the Company or a Subsidiary owns or retains a right to use any Intellectual Property Rights developed in connection therewiththerewith that is used in or necessary for the operation of its business.

IP Contracts. Section 3.16(f3.16(d) of the Company Disclosure Letter sets forth a correct complete and complete accurate list of all IP Contracts. For purposes of this Agreement, “IP Contracts” means all Contracts to which the Company Group is a party in effect as of the date hereof: of this Agreement pursuant to which (i) with respect the Company or any of its Subsidiaries has granted a license or other right to a third Person under any material Company Intellectual Property that is licensed or transferredProperty, or subject to a covenant not to sueexcluding, to any third Person other than in each case, any (A) licenses or covenants not to sue granted in the form of non-disclosure agreements entered into in the ordinary course of business, wherein the license or covenant not and rights to sue permits the use of Company Intellectual Property solely for or on behalf of the Company Group or is otherwise not material to the business of the Company Group and feedback; (B) non-exclusive licenses (including software as a service or “SaaS” licenses) or sublicenses granted by the Company to customers, service providers or end-users customers and distributors in the ordinary course of business or for which in the grant ordinary course of rights business to Service Providers in connection with the provision, support, maintenance, development or sale of any Company product or service; and (C) non-exclusive licenses authorizing limited use of brand materials or other Intellectual Property Rights that are incidental and not material to the business primary purpose of the Company Group, taken as a whole, or to the performance of the applicable Contract; (ii) pursuant to which a third Person has licensed or transferred, granted any other right to the Company or granted a covenant not any of its Subsidiaries to sue under, any Patent or other Intellectual Property to a Company Group member, which Intellectual Property Rights that is material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole, other than excluding, in each case, any (A) non-exclusive licenses of “off-the-shelf” commercially available software that is not distributed with or incorporated in any Company Product, disclosure agreements and rights to use feedback; (B) licenses to Open Source Software, (C) non-exclusive licenses granted or related services Contracts for commercially available technology or software that are not material to any member of the Company Group by or any customer primarily of its Subsidiaries; (C) any licenses to software and materials licensed as open-source, public-source or freeware; (D) Contracts with Service Providers for the purpose of enabling any member of the Company Group to provide services to such customer or by any employee, consultantassignment of, or independent contractor of the Company Group in the ordinary course of businesslicense to, any Intellectual Property Rights; and (DE) non-exclusive licenses for which the grant authorizing limited use of rights brand materials or other Intellectual Property Rights that are incidental and not material to the business primary purpose of the Company GroupContract; or (iii) or any settlement, taken as a wholeco-existence, or to the performance under the applicable Contract, and (E) licenses or covenants covenant not to sue granted in the form of non-disclosure agreements entered into in the ordinary course of business, wherein the rights granted to the Company Group are not material to the business of the Company Group taken as a whole; (iii) pursuant to which any member of the Company Group has any revenue share or royalty obligations with respect to the sale or license of any Company Products or data that exceeded in fiscal year 2022 or 2023, or is reasonably expected to exceed in fiscal year 2024, $500,000 per year; (iv) pursuant Contract to which the Company or any Subsidiary of its Subsidiaries is obligated a party that materially limits the Company’s rights and ability to perform any material development with respect to any material Company Intellectual Property; or (v) pursuant to which any member of exploit the Company Group is restricted from using, registering, or enforcing (other than granting non-exclusive licenses under) any material Company Intellectual Property in any material respect (including settlement agreementsall such Contracts that are, co-existence agreementsor are required to be, and consent agreementslisted under clauses (i). Except as would not, individually (ii) or in (iii) of this Section 3.16(d), the aggregate, be material to the business of the Company Group, taken as a whole, neither the Company nor any Subsidiary has developed Intellectual Property for any third party except where the Company or a Subsidiary owns any Intellectual Property developed in connection therewith“IP Contracts”).

IP Contracts. Section 3.16(f3.16(e) of the Company Disclosure Letter sets forth a correct complete and complete accurate list of all IP Contracts. For purposes of this Agreement, “IP Contracts” means all Contracts to which the Company Group is a party in effect as of the date hereof: of this Agreement pursuant to which (i) with respect the Company or any of its Subsidiaries has assigned or granted a license, or other right to a third Person under any material Company Intellectual Property that is licensed or transferredProperty, or subject to a covenant not to sue, to any third Person other than any (A1) licenses or covenants not to sue granted in the form of non-disclosure agreements agreements, (2) Contracts with end users, customers, resellers, channel partners, and distributors to the extent granting non-exclusive licenses granted in connection with the provision, support, maintenance, or sale of any product or service of the Company or any of its Subsidiaries in the ordinary course of business; (3) OEM, strategic alliance and similar Contracts entered into in the ordinary course of business, wherein business to the license extent granting non-exclusive licenses; (4) Contracts with Service Providers and vendors to the extent granting non-exclusive licenses in connection with the counterparty’s provision of products or covenant not services to sue permits the use of Company Intellectual Property solely or for or on behalf of the Company Group or is otherwise not material to any of its Subsidiaries in the business ordinary course of the Company Group business; and (B5) non-exclusive licenses (including software as a service authorizing use of brand materials, feedback, or “SaaS” licenses) or sublicenses granted to customers, service providers or end-users in the ordinary course of business or for which the grant of rights other Intellectual Property Rights that are incidental and not material to the business primary purpose of the Company Group, taken as a whole, or to the performance of the applicable Contract; (ii) pursuant to which a third Person has licensed or transferred, or granted a covenant not license or other right to sue under, any Intellectual Property Rights or Technology to a the Company Group member, which Intellectual Property is or any of its Subsidiaries that are material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole, other than any (A) non-exclusive licenses of “off-the-shelf” commercially available software that is not distributed with or incorporated in any Company Product, disclosure agreements; (B) licenses to Open Source Software, (C) non-exclusive licenses granted or related services Contracts for commercially available, Technology or Intellectual Property Rights; (C) any licenses to Open Source Software or other data and materials licensed as open-source, public-source or freeware; (D) Contracts with Service Providers for the assignment of, or license to, any member of Intellectual Property Rights to the Company Group by or any customer primarily for the purpose of enabling any member of the Company Group to provide services to such customer or by any employee, consultant, or independent contractor of the Company Group in the ordinary course of business, its Subsidiaries; and (DE) non-exclusive licenses for which the grant authorizing use of rights brand materials, feedback or other Intellectual Property Rights that are incidental and not to the primary purpose of the Contract; (iii) any third party other than a Service Provider or other vendor has (either solely or jointly with the Company or any of its Subsidiaries) developed any Technology or Intellectual Property Rights for the Company or any of its Subsidiaries that are material to the operation of the business of the Company Groupor any of its Subsidiaries, taken as a whole; or (iv) any settlement, co-existence, or to the performance under the applicable Contract, and (E) licenses or covenants covenant not to sue granted in the form of non-disclosure agreements entered into in the ordinary course of business, wherein the rights granted to the Company Group are not material to the business of the Company Group taken as a whole; (iii) pursuant to which any member of the Company Group has any revenue share or royalty obligations with respect to the sale or license of any Company Products or data that exceeded in fiscal year 2022 or 2023, or is reasonably expected to exceed in fiscal year 2024, $500,000 per year; (iv) pursuant Contract to which the Company or any Subsidiary of its Subsidiaries is obligated a party that, in each case, materially limits the Company’s rights and ability to perform any material development with respect to any material Company Intellectual Property; or (v) pursuant to which any member of exploit the Company Group is restricted from using, registering, or enforcing (other than granting non-exclusive licenses under) any material Company Intellectual Property in any material respect (including settlement agreementsall such Contracts that are, co-existence agreementsor are required to be, and consent agreementslisted under clauses (i). Except as would not, individually (ii) or in (iii) of this Section 3.16(e), the aggregate, be material to the business of the Company Group, taken as a whole, neither the Company nor any Subsidiary has developed Intellectual Property for any third party except where the Company or a Subsidiary owns any Intellectual Property developed in connection therewith“IP Contracts”).

IP Contracts. Section 3.16(f3.16(d) of the Company Disclosure Letter sets forth a correct complete and complete accurate list of all IP Contracts. For purposes of this Agreement, “IP Contracts” means all material Contracts to which the Company Group is a party in effect as of the date hereof: of this Agreement pursuant to which (i) with respect the Company or any of its Subsidiaries has granted a license to a third Person under any material Company Intellectual Property that is licensed or transferredProperty, or subject to a covenant not to sue, to any third Person other than any (A) licenses Contracts with end users and other customers (including resellers, distributors and Channel Partners), or covenants not with potential end users and other customers (including potential resellers, distributors and Channel Partners), to sue granted in the form of extent granting non-disclosure agreements entered into exclusive licenses in connection with the evaluation, provision, sale, resale, license, distribution, support or maintenance of a Company Product or service in the ordinary course of business, wherein the license or covenant not to sue permits the use of Company Intellectual Property solely for or on behalf of the Company Group or is otherwise not material to the business of the Company Group and ; (B) Contracts with consultants, contractors and vendors (including manufacturers, suppliers and contract research organizations) to the extent granting non-exclusive licenses (including software as a service in connection with the counterparty’s provision of products or “SaaS” licenses) services to or sublicenses granted to customers, service providers for the Company or end-users any of its Subsidiaries in the ordinary course of business or business; (C) other licenses entered in the ordinary course of business; and (D) any non-disclosure agreements providing for which the grant sharing of rights are incidental and not material access to confidential information (and the business of right to use confidential information for the Company Group, taken as a whole, or to the performance of purpose enumerated in the applicable Contractnon-disclosure agreement) that do not contain any other grants of licenses or other rights with respect to Intellectual Property; or (ii) pursuant to which a third Person has licensed or transferred, or granted a covenant not to sue under, any Intellectual Property to a the Company Group member, which Intellectual Property or any of its Subsidiaries that is material to the operation of the business of the Company or any of and its Subsidiaries, Subsidiaries taken as a whole, other than excluding, in each case, any (A1) non-exclusive licenses of “off-the-shelf” or related services Contracts for commercially available software that is not distributed with software, technology or incorporated in Intellectual Property; (2) any Company Product, (B) licenses to Open Source Software; (3) Contracts with employees or independent contractors for the assignment of, or license to the Company or its Subsidiaries of any Intellectual Property; (C4) non-exclusive licenses granted authorizing limited use of brand materials, feedback, or other Intellectual Property that are incidental to any member the primary purpose of the Company Group by any customer primarily for the purpose of enabling any member of the Company Group to provide services to such customer or by any employee, consultant, or independent contractor of the Company Group in the ordinary course of business, (D) non-exclusive licenses for which the grant of rights are incidental and not material to the business of the Company Group, taken as a whole, or to the performance under the applicable Contract, ; and (E5) licenses or covenants not to sue granted in the form of any non-disclosure agreements entered into providing for the sharing of and access to confidential information (and the right to use confidential information for the purpose enumerated in the ordinary course applicable non-disclosure agreement) that do not contain any other grants of business, wherein the licenses or other rights granted to the Company Group are not material to the business of the Company Group taken as a whole; (iii) pursuant to which any member of the Company Group has any revenue share or royalty obligations with respect to the sale or license of any Company Products or data Intellectual Property (all such Contracts that exceeded in fiscal year 2022 or 2023are, or is reasonably expected are required to exceed in fiscal year 2024be, $500,000 per year; listed under clauses (ivi) pursuant to which and (ii) of this Section 3.16(d), the Company or any Subsidiary is obligated to perform any material development with respect to any material Company Intellectual Property; or (v) pursuant to which any member of the Company Group is restricted from using, registering, or enforcing (other than granting non-exclusive licenses under) any material Company Intellectual Property in any material respect (including settlement agreements, co-existence agreements, and consent agreements“IP Contracts”). Except as would not, individually or in the aggregate, be material to the business of the Company Group, taken as a whole, neither the Company nor any Subsidiary has developed Intellectual Property for any third party except where the Company or a Subsidiary owns any Intellectual Property developed in connection therewith.

IP Contracts. Section 3.16(f3.16(d) of the Company Disclosure Letter sets forth a correct complete and complete accurate list of all IP Contracts. For purposes of this Agreement, “IP Contracts” means all material Contracts to which the Company Group is a party in effect as of the date hereof: of this Agreement pursuant to which (i) with respect the Company or any of its Subsidiaries has granted a license or other right to a third Person under any material Company Intellectual Property that is licensed or transferredProperty, or subject to a covenant not to sue, to any third Person other than any (A) licenses or covenants not to sue granted in the form of non-disclosure agreements entered into agreements; (B) non-exclusive licenses granted by the Company to customers in the ordinary course of businessbusiness or in the ordinary course of business in connection with the provision, wherein the license support, maintenance, or covenant not sale of any Company product or service; (C) non-exclusive licenses granted to sue permits the use service providers in support of Company Intellectual Property solely for or on behalf of services provided to the Company Group or is otherwise any of its Subsidiaries; and (D) incidental, non-exclusive Mark licenses that are not material to the business of the Company Group and (B) non-exclusive licenses (including software as a service or “SaaS” licenses) or sublicenses granted to customers, service providers or end-users in the ordinary course any of business or for which the grant of rights are incidental and not material to the business of the Company Groupits Subsidiaries, taken as a whole, or to the performance of the applicable Contract; (ii) pursuant to which a third Person has licensed or transferred, or granted a covenant not any other right to sue under, any Intellectual Property to a the Company Group member, which Intellectual Property or any of its Subsidiaries that is material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole, other than excluding, in each case, any (AV) non-disclosure agreements and rights to use feedback; (W) non-exclusive licenses of “off-the-shelf” or related services Contracts for commercially available software available, technology or Intellectual Property that is not distributed with material to the Company or incorporated in any Company Product, of its Subsidiaries; (BX) any licenses to Open Source Softwaresoftware and materials licensed as open-source, public-source or freeware; (CY) Contracts with employees or independent contractors for the assignment of, or license to, any Intellectual Property; and (Z) non-exclusive licenses granted authorizing limited use of brand materials or other Intellectual Property that are incidental to any member the primary purpose of the Company Group by Contract; or (iii) or any customer primarily for the purpose of enabling any member of the Company Group to provide services to such customer or by any employeematerial settlement, consultantco-existence, or independent contractor of the Company Group in the ordinary course of business, (D) non-exclusive licenses for which the grant of rights are incidental and not material to the business of the Company Group, taken as a whole, or to the performance under the applicable Contract, and (E) licenses or covenants covenant not to sue granted in the form of non-disclosure agreements entered into in the ordinary course of business, wherein the rights granted to the Company Group are not material to the business of the Company Group taken as a whole; (iii) pursuant to which any member of the Company Group has any revenue share or royalty obligations with respect to the sale or license of any Company Products or data that exceeded in fiscal year 2022 or 2023, or is reasonably expected to exceed in fiscal year 2024, $500,000 per year; (iv) pursuant Contract to which the Company or any Subsidiary of its Subsidiaries is obligated a party that materially limits the Company’s rights and ability to perform any material development with respect to any material Company Intellectual Property; or (v) pursuant to which any member of exploit the Company Group is restricted from using, registering, or enforcing (other than granting non-exclusive licenses under) any material Company Intellectual Property in any material respect (including settlement agreementsall such Contracts that are, co-existence agreementsor are required to be, and consent agreementslisted under clauses (i). Except as would not, individually (ii) or in (iii) of this Section 3.16(d), the aggregate, be material to the business of the Company Group, taken as a whole, neither the Company nor any Subsidiary has developed Intellectual Property for any third party except where the Company or a Subsidiary owns any Intellectual Property developed in connection therewith“IP Contracts”).

IP Contracts. Section 3.16(f3.16(d) of the Company Disclosure Letter sets forth a correct complete and complete accurate list of all IP Contracts. For purposes material Contracts in effect as of this AgreementFebruary 4, “IP Contracts” means all Contracts 2024 pursuant to which the Company Group is a party as of the date hereof: (i) with respect the Company or any of its Subsidiaries has granted a license or other right to a third Person under any material Company Intellectual Property that is licensed or transferredProperty, or subject to a covenant not to sue, to any third Person other than any (A) licenses or covenants not to sue granted in the form of non-disclosure agreements entered into agreements; (B) non-exclusive licenses granted by the Company to customers in the ordinary course of businessbusiness or in the ordinary course of business in connection with the provision, wherein the license support, maintenance, or covenant not sale of any Company product or service; (C) non-exclusive licenses granted to sue permits the use service providers in support of Company Intellectual Property solely for or on behalf of services provided to the Company Group or is otherwise any of its Subsidiaries; and (D) incidental, non-exclusive Mark licenses that are not material to the business of the Company Group and (B) non-exclusive licenses (including software as a service or “SaaS” licenses) or sublicenses granted to customers, service providers or end-users in the ordinary course any of business or for which the grant of rights are incidental and not material to the business of the Company Groupits Subsidiaries, taken as a whole, or to the performance of the applicable Contract; (ii) pursuant to which a third Person has licensed or transferred, or granted a covenant not any other right to sue under, any Intellectual Property to a the Company Group member, which Intellectual Property or any of its Subsidiaries that is material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole, other than excluding, in each case, any (AV) non-disclosure agreements and rights to use feedback; (W) non-exclusive licenses of “off-the-shelf” or related services Contracts for commercially available software available, technology or Intellectual Property that is not distributed with material to the Company or incorporated in any Company Product, of its Subsidiaries; (BX) any licenses to Open Source Softwaresoftware and materials licensed as open-source, public-source or freeware; (CY) Contracts with employees or independent contractors for the assignment of, or license to, any Intellectual Property; and (Z) non-exclusive licenses granted authorizing limited use of brand materials or other Intellectual Property that are incidental to any member the primary purpose of the Company Group by Contract; or (iii) or any customer primarily for the purpose of enabling any member of the Company Group to provide services to such customer or by any employeematerial settlement, consultantco-existence, or independent contractor of the Company Group in the ordinary course of business, (D) non-exclusive licenses for which the grant of rights are incidental and not material to the business of the Company Group, taken as a whole, or to the performance under the applicable Contract, and (E) licenses or covenants covenant not to sue granted in the form of non-disclosure agreements entered into in the ordinary course of business, wherein the rights granted to the Company Group are not material to the business of the Company Group taken as a whole; (iii) pursuant to which any member of the Company Group has any revenue share or royalty obligations with respect to the sale or license of any Company Products or data that exceeded in fiscal year 2022 or 2023, or is reasonably expected to exceed in fiscal year 2024, $500,000 per year; (iv) pursuant Contract to which the Company or any Subsidiary of its Subsidiaries is obligated a party that materially limits the Company’s rights and ability to perform any material development with respect to any material Company Intellectual Property; or (v) pursuant to which any member of exploit the Company Group is restricted from using, registering, or enforcing (other than granting non-exclusive licenses under) any material Company Intellectual Property in any material respect (including settlement agreementsall such Contracts that are, co-existence agreementsor are required to be, and consent agreementslisted under clauses (i). Except as would not, individually (ii) or in (iii) of this Section 3.16(d), the aggregate, be material to the business of the Company Group, taken as a whole, neither the Company nor any Subsidiary has developed Intellectual Property for any third party except where the Company or a Subsidiary owns any Intellectual Property developed in connection therewith“IP Contracts”).