Common use of License Agreements Clause in Contracts

License Agreements. Section 2.14(e)(1) of the Disclosure Letter sets forth a complete and accurate list (indicating for each the title and the parties thereto) of all agreements currently in effect that contain any grant to the Company or any Subsidiary from any third party of any material right under or with respect to any Intellectual Property, other than desktop or work station software applications generally available on standard terms and for which the annual license fee payable by the Company or any Subsidiary under the applicable license agreement is no more than $50,000 (collectively, the "INBOUND LICENSE AGREEMENTS"). Subject to the Company securing the necessary consents from third parties listed in Schedule 5.3(e), the rights licensed under each Inbound License Agreement shall be exercisable by the Surviving Company in all material respects on and after the Closing to the same extent as by the Company or any Subsidiary prior to the Closing. No loss or expiration of any material Intellectual Property licensed to the Company or any Subsidiary under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge of the Company, threatened. Except as set forth in Section 2.14(e)(2) of the Disclosure Letter, no licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary to the Intellectual Property licensed thereunder. Section 2.14(e)(3) of the Disclosure Letter sets forth a complete and accurate list of all license agreements under which the Company or any Subsidiary has granted any licenses of any Software or any rights under any material Intellectual Property to another person, excluding non-exclusive internal use licenses granted by the Company or any Subsidiary to end user customers in the ordinary course of business consistent with past practice, indicating for each the title and the parties thereto. Except as set forth in Section 2.14(e)(4) of the Disclosure Letter, each person to which the Company or any Subsidiary has distributed or licensed any Company Software has executed and delivered to the Company a written license agreement (including "shrink wrap" and "click through" license agreements), a representative copy of which has been provided by the Company to Parent's counsel prior to the date hereof.

License Agreements. All license agreements granting to Company any right to use or practice any rights under any Intellectual Property other than end user licenses of Software that are commercially available on reasonable terms to any person for a license fee of no more than Twenty Thousand Dollars ($20,000) and are not otherwise material to Company, are called here, collectively, the “Inbound License Agreements.” Section 2.14(e)(12.15(g)(i) of the Company Disclosure Letter Schedule sets forth a complete and accurate list of all Inbound License Agreements, indicating for each the title and the parties thereto and the amount of any future royalty or license fee payable thereunder, except that such schedule need not list (1) non-disclosure agreements that do not grant substantive use rights in Intellectual Property or Trademarks or (2) licenses for Administrative Materials, the term “Administrative Materials” defined as all hardware, software, information or other similar materials used by the Company for purposes of payroll, personnel administration, telephone, computer connectivity, word processing, and similar administrative functions which are not directly related to the development of Company products. Section 2.15(g)(ii) of the Company Disclosure Schedule sets forth a complete and accurate list of all license agreements under which Company licenses software or grants other rights to use or practice any rights under any Intellectual Property, excluding non-exclusive licenses with customers that in the twelve-month period prior to the date hereof have purchased or licensed products for which the total payments to Company did not exceed Twenty Thousand Dollars ($20,000) and otherwise are not material to Company (collectively, the “Outbound License Agreements”), indicating for each the title and the parties thereto; except that such schedule need not list (i) of all non-disclosure agreements currently that do not grant substantive use rights in effect that contain any grant to the Company Intellectual Property or any Subsidiary from any third party of any material right under Trademarks or with respect to any Intellectual Property, other than desktop or work station software applications generally available on standard terms and licenses for which the annual license fee payable by the Company or any Subsidiary under the applicable license agreement is no more than $50,000 (collectively, the "INBOUND LICENSE AGREEMENTS")Administrative Materials. Subject to the Company securing the necessary consents from third parties listed in Schedule 5.3(e), the The rights licensed under each Inbound License Agreement shall shall, subject to the satisfaction of the assignment consent obligations listed on Section 2.9 of the Company Disclosure Schedule, be exercisable by the Surviving Company in all material respects Parent on and immediately after the Closing to the same extent as by the Company or any Subsidiary immediately prior to the Closing. No To Company’s knowledge, no loss or expiration (other than by expiration of the term of the relevant agreement) of any material Intellectual Property licensed to the Company or any Subsidiary under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge of the Company, or threatened. Except as set forth in Section 2.14(e)(2) of the Disclosure Letter, no No licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary to the Intellectual Property licensed thereunder, although no representation is made concerning licenses for Administrative Materials. Section 2.14(e)(3) of the Disclosure Letter sets forth a complete and accurate list of all license agreements under which the Company There is no outstanding or, to Company’s knowledge, threatened dispute or disagreement with respect to any Inbound License Agreement or any Subsidiary has granted any licenses of any Software Outbound License Agreement or any rights under any material the Intellectual Property licensed thereunder. Company has not made any submission or suggestion to another person, excluding nonand is not subject to any agreement with a standards body or multi-exclusive internal use licenses granted by the Company or any Subsidiary to end user customers in the ordinary course of business consistent with past practice, indicating for each the title and the parties thereto. Except as set forth in Section 2.14(e)(4) of the Disclosure Letter, each person to which the Company or any Subsidiary has distributed or licensed any Company Software has executed and delivered to the Company a written license party standards agreement (including "shrink wrap" and "click through" license agreements), a representative copy of which has been provided by the that would obligate Company to Parent's counsel prior grant licenses to the date hereofor otherwise impair its control of its Intellectual Property.

License Agreements. Section 2.14(e)(12.14(i)(1) of the Disclosure Letter sets forth a complete and accurate list (indicating for each the title and the parties thereto) ), as of the date hereof, of all agreements currently in effect that contain any grant granting to the Company or any Subsidiary from any third party of any material right under or with respect to any Intellectual Property, Property other than standard desktop or work station software applications used generally available on standard terms and for which the annual license fee payable by in the Company or any Subsidiary under the applicable Subsidiary's operations and that are licensed for a license agreement is fee of no more than Two Hundred Thousand Dollars ($50,000 200,000) each pursuant to "shrink wrap" or "click through" licenses (such agreements and those listed on Section 2.14(i)(1) of the Disclosure Letter, collectively, the "INBOUND LICENSE AGREEMENTS"). Subject to Except as set forth in Section 2.14(i)(1) of the Company securing the necessary consents from third parties listed in Schedule 5.3(e)Disclosure Letter, the rights licensed under each Inbound License Agreement shall be exercisable by the Surviving Company in all material respects on and after the Closing to the same extent as by the Company or any Subsidiary prior to the Closing. No loss or expiration of any material Intellectual Property licensed to the Company or any Subsidiary under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge of the Company, threatened. Except as set forth in Section 2.14(e)(22.14(i)(2) of the Disclosure Letter, no licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary to the Intellectual Property licensed thereunder. Section 2.14(e)(32.14(i)(2) of the Disclosure Letter sets forth a complete and accurate list (indicating for each the title and the parties thereto) of all license agreements currently in effect under which the Company or any Subsidiary has granted any licenses of any Software or grants any other rights under any material Intellectual Property to another person, excluding non-exclusive internal use licenses granted by the Company or any Subsidiary to end user customers in that have purchased or licensed products for which the ordinary course total amount payable to the Company or any Subsidiary did not exceed Two Hundred Thousand Dollars ($200,000) each (such agreements and those listed on Section 2.14(i)(2) of business consistent with past practicethe Disclosure Letter, indicating for each collectively, the title and the parties thereto"OUTBOUND LICENSE Agreements"). Except as set forth in Section 2.14(e)(42.14(i) of the Disclosure Letter, each person to which the Company or any Subsidiary has distributed distributed, licensed or licensed otherwise made available any Company Software has executed and delivered to the Company Company, or otherwise agreed to, a written license agreement (including "shrink wrap" and "click through" license agreements)or confidentiality agreement, a representative complete and accurate copy of which which, or the form of which, has been provided by the Company to Parent's counsel prior to the date hereof.

License Agreements. Section 2.14(e)(1Schedule 4.20(i) of the Disclosure Letter sets forth a complete and accurate list of all agreements granting to the Company and/or any of its Subsidiaries any material right or license under or with respect to any Intellectual Property other than any end user non-exclusive license of standard desktop software applications used generally in the Company’s or such Subsidiary’s operations and that are licensed for a license fee of no more than $25,000 pursuant to “shrink wrap” or “click through” licenses (collectively, the “Inbound License Agreements”), indicating for each the title and the parties thereto. Schedule 4.20(i)(1) of all agreements currently in effect that contain any grant to sets forth a complete and accurate list the Company or any Subsidiary from any third party amount of any material right under or with respect to any Intellectual Propertyfuture royalty, other than desktop or work station software applications generally available on standard terms and for which the annual license fee or other payments that may become payable by the Company or any such Subsidiary under each such Inbound License Agreements by reason of the applicable license agreement is no more than $50,000 (collectively, use or exploitation of the "INBOUND LICENSE AGREEMENTS")Intellectual Property licensed thereunder. Subject to the Company securing the necessary consents from third parties listed in Schedule 5.3(e), the The rights licensed under each Inbound License Agreement shall be exercisable by the Surviving Company in all material respects Corporation on and after the Closing to the same extent as by the Company or any such Subsidiary prior to the Closing. No loss or expiration of any material Intellectual Property licensed to the Company or any Subsidiary of its Subsidiaries under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge Knowledge of the CompanyCompany or any of the Principal Stockholders (excluding Kinderhook), threatened. Except as set forth in Section 2.14(e)(2) of the Disclosure LetterSchedule 4.20(i)(2), no licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary of its Subsidiaries to the Intellectual Property licensed thereunder. Section 2.14(e)(3Schedule 4.20(i)(3) of the Disclosure Letter sets forth a complete and accurate list of all license agreements under which the Company or any Subsidiary has granted any licenses of any Software or its Subsidiaries grants any rights under any material Intellectual Property to another personProperty, excluding non-exclusive internal the terms of use licenses granted by applicable to users of any of the websites of the Company or any Subsidiary to end user customers in the ordinary course of business consistent with past practice, indicating for each the title and the parties thereto. Except as set forth in Section 2.14(e)(4) of the Disclosure Letter, each person to which the Company or any Subsidiary has distributed or licensed any Company Software has executed and delivered to the Company a written license agreement (including "shrink wrap" and "click through" license agreements), a representative copy of which has been provided by the Company to Parent's counsel prior to the date hereofits Subsidiaries.

License Agreements. Section 2.14(e)(12.14(h)(1) of the Disclosure Letter sets forth a complete and accurate list (indicating for each the title and the parties thereto) of all agreements currently in effect that contain any grant granting to the Company or any Subsidiary from any third party of Subsidiaries any material right under or with respect to any Intellectual Property, Property other than standard desktop applications used generally in the Company’s or work station software applications generally available on standard terms Subsidiaries’ operations and for which the annual that are licensed a license fee of no more than $10,000 pursuant to “shrink wrap” or “click through” licenses (collectively, the “Inbound License Agreements”), indicating for each the title and the parties thereto. Section 2.14(h)(1) of the Disclosure Letter also sets forth a complete and accurate list the amount of any future royalty, license fee or other payments that may become payable by the Company or any Subsidiary Subsidiaries under each such Inbound License Agreements by reason of the applicable license agreement is no more than $50,000 (collectively, use or exploitation of the "INBOUND LICENSE AGREEMENTS")Intellectual Property licensed thereunder. Subject to the Company securing the necessary consents from third parties listed in Schedule 5.3(e), the The rights licensed under each Inbound License Agreement shall be exercisable by the Surviving Company in all material respects Corporation on and after the Closing to the same extent as by the Company or any its applicable Subsidiary prior to the Closing. No loss or expiration of any material Intellectual Property licensed to the Company or any Subsidiary Subsidiaries under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge of the Company, threatened. Except as set forth in Section 2.14(e)(22.14(h)(2) of the Disclosure Letter, no licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary to the Intellectual Property licensed thereunder. Section 2.14(e)(32.14(h)(3) of the Disclosure Letter sets forth a complete and accurate list of all license agreements under which the Company or any Subsidiary has granted licenses to any licenses of other party any Software or grants any other rights under any material Intellectual Property to another personProperty, excluding non-exclusive internal use exclusive, end user licenses granted by the Company or any Subsidiary to end user customers that in the ordinary course of business consistent with past practice12 month period prior to the date hereof have purchased or licensed products for which the total amount payable to the Company and Subsidiaries did not exceed $10,000, indicating for each the title and the parties thereto. Except as set forth in Section 2.14(e)(4) of the Disclosure Letter, each person to which the Company or any Subsidiary has distributed or licensed any Company Software has executed and delivered to the Company a written license agreement (including "shrink wrap" and "click through" license agreements), a representative copy of which has been provided by the Company to Parent's counsel prior to the date hereof.

License Agreements. Section 2.14(e)(12.14(i)(1) of the Disclosure Letter sets forth a complete and accurate list (indicating for each the title and the parties thereto) ), as of the date hereof, of all agreements currently in effect that contain any grant granting to the Company or any Subsidiary from any third party of any material right under or with respect to any Intellectual Property, Property other than standard desktop or work station software applications used generally available on standard terms and for which the annual license fee payable by in the Company or any Subsidiary under the applicable Subsidiary's operations and that are licensed for a license agreement is fee of no more than Two Hundred Thousand Dollars ($50,000 200,000) each pursuant to "shrink wrap" or "click through" licenses (such agreements and those listed on Section 2.14(i)(1) of the Disclosure Letter, collectively, the "INBOUND LICENSE AGREEMENTS"). Subject to Except as set forth in Section 2.14(i)(1) of the Company securing the necessary consents from third parties listed in Schedule 5.3(e)Disclosure Letter, the rights licensed under each Inbound License Agreement shall be exercisable by the Surviving Company in all material respects on and after the Closing to the same extent as by the Company or any Subsidiary prior to the Closing. No loss or expiration of any material Intellectual Property licensed to the Company or any Subsidiary under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge of the Company, threatened. Except as set forth in Section 2.14(e)(22.14(i)(2) of the Disclosure Letter, no licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary to the Intellectual Property licensed thereunder. Section 2.14(e)(32.14(i)(2) of the Disclosure Letter sets forth a complete and accurate list (indicating for each the title and the parties thereto) of all license agreements currently in effect under which the Company or any Subsidiary has granted any licenses of any Software or grants any other rights under any material Intellectual Property to another person, excluding non-exclusive internal use licenses granted by the Company or any Subsidiary to end user customers in that have purchased or licensed products for which the ordinary course total amount payable to the Company or any Subsidiary did not exceed Two Hundred Thousand Dollars ($200,000) each (such agreements and those listed on Section 2.14(i)(2) of business consistent with past practicethe Disclosure Letter, indicating for each collectively, the title and the parties thereto"OUTBOUND LICENSE AGREEMENTS"). Except as set forth in Section 2.14(e)(42.14(i) of the Disclosure Letter, each person to which the Company or any Subsidiary has distributed distributed, licensed or licensed otherwise made available any Company Software has executed and delivered to the Company Company, or otherwise agreed to, a written license agreement (including "shrink wrap" and "click through" license agreements)or confidentiality agreement, a representative complete and accurate copy of which which, or the form of which, has been provided by the Company to Parent's counsel prior to the date hereof.

License Agreements. Section 2.14(e)(1) of the Disclosure Letter sets forth a complete and accurate list (indicating for each the title and the parties thereto) of all agreements currently in effect that contain any grant to the Company or any Subsidiary from any third party of any material right under or with respect to any Intellectual Property, other than desktop or work station software applications generally available on standard terms and for which the annual license fee payable by the Company or any Subsidiary under the applicable license agreement is no more than $50,000 (collectively, the "INBOUND LICENSE AGREEMENTS"“Inbound License Agreements”). Subject to the Company securing the necessary consents from third parties listed in Schedule 5.3(e), the rights licensed under each Inbound License Agreement shall be exercisable by the Surviving Company in all material respects on and after the Closing to the same extent as by the Company or any Subsidiary prior to the Closing. No loss or expiration of any material Intellectual Property licensed to the Company or any Subsidiary under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge of the Company, threatened. Except as set forth in Section 2.14(e)(2) of the Disclosure Letter, no licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary to the Intellectual Property licensed thereunder. Section 2.14(e)(3) of the Disclosure Letter sets forth a complete and accurate list of all license agreements under which the Company or any Subsidiary has granted any licenses of any Software or any rights under any material Intellectual Property to another person, excluding non-exclusive internal use licenses granted by the Company or any Subsidiary to end user customers in the ordinary course of business consistent with past practice, indicating for each the title and the parties thereto. Except as set forth in Section 2.14(e)(4) of the Disclosure Letter, each person to which the Company or any Subsidiary has distributed or licensed any Company Software has executed and delivered to the Company a written license agreement (including "“shrink wrap" ” and "“click through" ” license agreements), a representative copy of which has been provided by the Company to Parent's ’s counsel prior to the date hereof.