Common use of No Infringement by the Company Clause in Contracts

No Infringement by the Company. The Company’s Exploitation of the Company IP in the Company’s business as currently conducted: (a) does not constitute a breach or default under, or otherwise violate, any Company IP Agreement, (b) except with respect to patents, to the Knowledge of the Company, does not infringe, violate or interfere with or misappropriate any right (including any intellectual property right), title or interest of any Person (c) with respect to patents, does not infringe, violate or interfere with or misappropriate any right (including any intellectual property right), title or interest of any Person, and (d) does not constitute unfair competition or unfair trade practices under the laws of any jurisdiction to which the Company is subject. There is no pending or, to the Knowledge of the Company, threatened Claim that any of the Company-Owned IP is invalid or contesting the ownership or right of the Company to Exploit any of the Company-Owned IP, nor, to the Knowledge of the Company, is there any basis for any such Claim. To the Knowledge of the Company, there is no pending or threatened Claim that any of the Third Party IP is invalid or contesting the ownership of the Third-Party IP or the right of the Company to Exploit (subject to the terms of the applicable Inbound License) any of the Third Party IP. Neither the Company nor any Stockholder has received any notice or Claim (whether written, oral or otherwise) regarding any offer to license or any infringement, misappropriation, violation, misuse, abuse or other interference of or with any third party intellectual property right by the Company or the Company IP or claiming that any other entity has any such Claim with respect thereto, nor, to the Knowledge of the Company, is there any basis for any such Claim. Neither the Company nor any Stockholder has received any oral or written opinions of counsel relating to infringement, invalidity or unenforceability of any Company IP.

No Infringement by the Company. The Company’s Exploitation of the Company IP in the Company’s business as currently conducted: (a) does not constitute a breach or default under, or otherwise violate, any Company IP Agreement, (b) except with respect to patents, to the Knowledge of the Company, does not infringe, violate or interfere with or misappropriate any right (including any intellectual property right), title or interest of any Person (c) with respect to patents, does not infringe, violate or interfere with or misappropriate any right (including any intellectual property right), title or interest of any Person, and (d) does not constitute unfair competition or unfair trade practices under the laws of any jurisdiction to which the Company is subject. There is no pending or, to the Knowledge of the Company, threatened Claim that any of the Company-Owned IP is invalid or contesting the ownership or right of the Company to Exploit any of the Company-Owned IP, nor, to the Knowledge of the Company, is there any basis for any such Claim. To the Knowledge of the Company, there is no pending or threatened Claim that any of the Third Party IP is invalid or contesting the ownership of the Third-Party IP or the right of the Company to Exploit (subject to the terms of the applicable Inbound License) any of the Third Party IP. Neither Except as set forth in Section 2.16.6 of the Disclosure Memorandum, neither the Company nor any Stockholder has received any notice or Claim (whether written, oral or otherwise) regarding any offer to license or any infringement, misappropriation, violation, misuse, abuse or other interference of or with any third party intellectual property right by the Company or the Company IP or claiming that any other entity has any such Claim with respect thereto, nor, to the Knowledge of the Company, is there any basis for any such Claim. Neither the Company nor any Stockholder has received any oral or written opinions of counsel relating to infringement, invalidity or unenforceability of any Company IP.