Outbound License Agreements. Section 3.15(e), ........29
Outbound License Agreements. Section 5.21(i) of the Disclosure Schedule accurately identifies each Outbound License Agreement. With respect to each Outbound License Agreement, the Company or a Subsidiary thereof is the sole and exclusive owner of all Improvements of the software or other Technology licensed under such Outbound License Agreement, including all Improvements made by the licensee or third parties. All software or other Technology provided by the Company or any of its Subsidiaries under any Outbound License Agreement is in compliance with all applicable Laws and the terms of such Outbound License Agreement.
Outbound License Agreements. Other than agreements that do not materially differ in substance from the corresponding Standard Form Agreements, Schedule 3.9(h) lists all Contracts to which the Company is a party and under which the Company has licensed, provided or assigned or granted any right to any Company Intellectual Property and/or Technology to third parties (“Outbound Licenses”). All Outbound Licenses are in full force and effect.
Outbound License Agreements. Section 3.11(p) of the Disclosure Schedule sets forth a complete and correct list of all Outbound License Agreements, excluding for listing purposes only those: (i) express non-exclusive licenses under a Standard Form IP Contract for Business Products granted to Customers of the Company in the ordinary course of business; and (ii) stand-alone non-disclosure agreements that do no more than grant to third parties limited scope and use rights with respect to the Trade Secrets in the Transferred IP for the limited purposes set forth therein and which do not allocate rights materially differently than in the Company’s Standard Form IP Contracts.
Outbound License Agreements. Section 4.13(g) of the Disclosure Schedule lists all Contracts to which the Company, Pearl or a Subsidiary of Pearl is a party and under which the Company, Pearl or such Affiliate, as applicable, has licensed, provided or assigned or granted any right to any Company Intellectual Property to third parties (“Outbound Licenses”), other than Standard Form Agreements. No Company Intellectual Property has been supplied or provided by the Company, Pearl or any Subsidiary of Pearl to any Person, other than pursuant to the Outbound Licenses and Standard Form Agreements.
Outbound License Agreements. 29 Parent ............................................................... 1
Outbound License Agreements. (A) Section 2.14(b)(v) of the Company Disclosure Schedule sets forth a complete and accurate list of all Outbound License Agreements, excluding non-exclusive internal use licenses of executable code of Products granted by the Company or any of its subsidiaries to end user customers that have purchased or licensed Products for which the total amount payable to the Company or any of its subsidiaries did not exceed Two Hundred Fifty Thousand Dollars ($250,000). For each such Outbound License Agreement, Section 2.14(b)(v) of the Company Disclosure Schedule sets forth the title, parties and effective date of such Outbound License Agreement.
Outbound License Agreements. 19 PARENT........................................................................................................... 1
Outbound License Agreements. Section 2.14(b)(v) of the Company Disclosure Schedule sets forth a complete and accurate list of all Outbound License Agreements, excluding non-exclusive licenses granted by the Company or any of its subsidiaries to customers that have purchased or licensed Products for which all of the following are true: (A) the total license and service fees payable to the Company or any of its subsidiaries with respect to such Outbound License Agreement since January 1, 2008 did not exceed $400,000; (B) the total license and service fees payable to the Company or any of its subsidiaries with respect to such Outbound License Agreement since January 1, 2012 did not exceed $75,000; and (C) the total royalty fees payable to the Company or any of its subsidiaries with respect to such Outbound License Agreement since January 1, 2008 did not exceed $400,000. For each Outbound License Agreement listed, Section 2.14(b)(v) of the Company Disclosure Schedule sets forth the title, parties and effective date of such Outbound License Agreement, a complete and accurate copy of which has been made available to Parent. The Third Parties that are counterparties to the Contracts set forth in Section 2.14(b)(v) of the Company Disclosure Schedule contributed (1) license and service revenue that represents at least (x) 85% of the total revenue of the Company and its subsidiaries since January 1, 2012 and (y) 90% of the total revenue of the Company and its subsidiaries for the first quarter of 2013 and (2) royalty revenue that represents at least 90% of the total royalty revenue of the Company and its subsidiaries for the period January 1, 2008 through December 31, 2012. Each Third Party to which the Company or any subsidiary of the Company has distributed, licensed or otherwise made available any Product or Software has executed and delivered to the Company or a subsidiary of the Company a written license agreement or, in the case of any Product or Software made available solely in object code form, is legally bound by a “click-through agreement” setting forth the terms and conditions applicable to such Third Party’s use of such Product or Software.
