Common use of Parent Intangible Property Clause in Contracts

Parent Intangible Property. (i) Except as set forth in SECTION 5.1(O) of the Parent Disclosure Schedule, Parent owns, or is licensed, or otherwise possesses legally enforceable rights, to use, sell or license, as applicable, all Proprietary Rights (excluding in each case Commercial Software) used, sold, distributed or licensed in or as a part of the business of Parent and its Material Subsidiaries as currently conducted ("PARENT PROPRIETARY RIGHTS"). (ii) Except as set forth in SECTION 5.1(O) of the Parent Disclosure Schedule, or except for Commercial Software and Parent Embedded Products for which Parent has valid non-exclusive licenses that are adequate for the conduct of Parent's business, Parent is the sole and exclusive owner of the Parent Proprietary Rights (free and clear of any Encumbrances), and except for non-exclusive licenses entered into in the ordinary course of business, has sole and exclusive rights to the use and distribution therefor or the material covered thereby in connection with the services or products in respect of which such Parent Proprietary Rights are currently being used, sold, licensed or distributed in the course of or as part of the business of Parent as currently conducted. (iii) Except as disclosed in SECTION 5.1(O) of the Parent Disclosure Schedule, to the Knowledge of Parent (A) Parent has not materially infringed on any intellectual property rights of any third Persons and (B) none of the Parent Proprietary Rights materially infringes on any intellectual property rights of any third Persons, except as would 16 not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect on Parent. (iv) Except as disclosed in SECTION 5.1(O) of the Parent Disclosure Schedule, no actions, suits, claims, investigations or proceedings with respect to the Parent Proprietary Rights (other than Parent Embedded Products) are pending or, to the Knowledge of Parent, threatened by any Person, (A) alleging that the manufacture, sale, license, distribution or use of any Parent Proprietary Rights as now manufactured, sold, licensed, distributed or used by Parent or any third party infringes on any intellectual property rights of any third party, (B) against the use or distribution by Parent or any third party of any Parent Propriety Rights or (C) challenging the ownership by Parent or validity of any Parent Proprietary Rights. (v) For the purpose of this SECTION 5.1(O), the following terms have the following definitions: (A) the term "COMMERCIAL SOFTWARE" means packaged commercially available software programs generally available to the public which have been licensed to Parent pursuant to end-user licenses that permit the use of such programs without a right to modify, distribute or sublicense the same; (B) the term "PARENT EMBEDDED PRODUCTS" means software that is incorporated in any existing product or service of Parent; and (C) the term "PROPRIETARY RIGHTS" means (1) patents, patent applications and inventions, (2) trademarks, service marks, trade dress, trade names, Internet domain names and corporate names (in Parent's state of incorporation) and registrations and applications for registration thereof, (3) copyrights and registrations and applications for registration thereof, (4) mask works and registrations and applications for registration thereof, (5) computer software, data and documentation (in both source code and object code form), (6) trade secrets, know-how and copyrightable works, and (7) all renewals, extensions, revivals and resuscitations thereof, but does not include Commercial Software or Company Embedded Products.

Parent Intangible Property. (i) Except Parent owns, or possesses a valid and enforceable license or otherwise possesses legally enforceable rights to use, all material Parent Intellectual Property Rights (as set forth hereafter defined) that are necessary to conduct the business of the Parent as currently conducted or planned to be conducted and has no restriction on the rights to use the same. (ii) Section 5.2(k)(ii) of the Parent Disclosure Schedule contains a list and description of all material Parent Intellectual Property Rights. (iii) Section 5.2(k)(iii) of the Parent Disclosure Schedule contains a list and description (showing in SECTION 5.1(Oeach case any licensee) of all Software owned by or licensed to the Parent excluding Software licensed to the Parent having a fee less than five thousand dollars ($5,000). (iv) Section 5.2(k)(iv) of the Parent Disclosure Schedule contains a list and description (showing in each case the parties thereto) of all material agreements, contracts, licenses, sublicenses, assignments and indemnities which relate to (A) any copyright, patent right, servicemark or trademark listed in Section 5.2(k)(ii) of the Parent Disclosure Schedule, (B) any trade secrets owned by, licensed to or used by the Parent owns, or is licensed, or otherwise possesses legally enforceable rights, to use, sell or license, as applicable, all Proprietary Rights (excluding C) any Software listed in each case Commercial Software) used, sold, distributed or licensed in or as a part of the business of Parent and its Material Subsidiaries as currently conducted ("PARENT PROPRIETARY RIGHTS"). (ii) Except as set forth in SECTION 5.1(OSection 5.2(k)(iii) of the Parent Disclosure Schedule. (v) The Parent is not nor will be as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, in breach in any material respect of any license, sublicense or other agreement relating to the Parent Intellectual Property Rights or any license, sublicense or other agreement pursuant to which the Parent is authorized to use any third party patents, trademarks or copyrights, including Software, which are used in the manufacture of, incorporated in, or except for Commercial Software and Parent Embedded Products for which Parent has valid non-exclusive licenses that are adequate for form a part of any product of the conduct of Parent's business, Parent is the sole and exclusive owner . All such agreements of the Parent Proprietary Rights (free and clear of any Encumbrances), and except for non-exclusive licenses entered into are listed in the ordinary course of business, has sole and exclusive rights to the use and distribution therefor or the material covered thereby in connection with the services or products in respect of which such Parent Proprietary Rights are currently being used, sold, licensed or distributed in the course of or as part of the business of Parent as currently conducted. (iii) Except as disclosed in SECTION 5.1(OSection 5.2(k)(v) of the Parent Disclosure Schedule. (A) All material patents, registered trademarks, service marks and copyrights held by the Parent are valid and enforceable and any and all applications to register any unregistered copyrights, patent rights, servicemarks and trademarks to identified are pending and in good standing; and (B) the Parent has the sole and exclusive right to bring actions for infringement or unauthorized use of the material Parent Intellectual Property Rights and Software owned by the Parent, and the Parent has no knowledge of any basis for any such action. To the best of Parent's knowledge, the Parent has not been sued in any suit, action or proceeding which involves a claim of infringement of any patent, trademark, service xxxx or copyright or the violation of any trade secret or other proprietary rights of any third party. To the best of Parent's knowledge, the conduct of the business of the Parent does not violate or infringe any intellectual property rights owned or controlled by any third party, and there are no claims, proceedings or actions pending or, to the Knowledge knowledge of the Parent, threatened against the Parent (A) Parent has not materially infringed on alleging that the Parent's activities infringe upon, violate or otherwise constitute the unauthorized use of any intellectual property rights of any third Persons and party or (B) none challenging the ownership, use, validity or enforceability of any Parent Intellectual Property Rights, nor is there a valid basis for any such claim to the best of Parent's knowledge. (vii) The Parent has taken reasonable measures to safeguard and maintain their proprietary rights in all Parent Intellectual Property Rights owned by the Parent. There has been no disclosure of any trade secret of the Parent Proprietary Rights materially infringes on any intellectual property rights of any third Persons, except as would 16 not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect on Parent. (iv) Except as disclosed in SECTION 5.1(O) of the Parent Disclosure Schedule, no actions, suits, claims, investigations or proceedings with respect to the Parent Proprietary Rights (other than Parent Embedded Products) are pending or, to the Knowledge of Parent, threatened by any Person, (A) alleging that the manufacture, sale, license, distribution or use of any Parent Proprietary Rights as now manufactured, sold, licensed, distributed or used by Parent or any third party infringes on any intellectual property rights of any third party, other than pursuant to valid, enforceable, written non-disclosure agreements. (Bviii) against The completion of the transactions contemplated by this Agreements will not alter or impair the right of the Parent to use or distribution by any of the Parent or any third party of any Parent Propriety Rights or (C) challenging the ownership by Parent or validity of any Parent Proprietary Intellectual Property Rights. (vix) For All material Parent Intellectual Property Rights owned by the purpose of this SECTION 5.1(O), the following terms Parent have the following definitions: been (A) the term "COMMERCIAL SOFTWARE" means packaged commercially available software programs generally available to the public which have been licensed to Parent pursuant to end-user licenses that permit the use of such programs without acquired from a right to modifyperson or entity having full, distribute or sublicense the same; effective and exclusive ownership thereof, (B) developed or created by employees, agents, consultants or contractors who have contributed to or participated in the term "PARENT EMBEDDED PRODUCTS" means software that is incorporated creation or development of any copyrightable, patentable or trade secret material on behalf of the Parent or any predecessor in any existing product or service of Parent; and (C) the term "PROPRIETARY RIGHTS" means interest thereof either: (1) patentswith respect to copyrightable materials, patent applications and inventions, (2) trademarks, service marks, trade dress, trade names, Internet domain names and corporate names (is a party to a "work-for-hire" agreement under which the Parent or any predecessor in Parent's state interest thereof is deemed to be the original owner/author of incorporation) and registrations and applications for registration thereof, (3) copyrights and registrations and applications for registration thereof, (4) mask works and registrations and applications for registration thereof, (5) computer software, data and documentation (in both source code and object code form), (6) trade secrets, know-how and copyrightable works, and (7) all renewals, extensions, revivals and resuscitations thereof, but does not include Commercial Software or Company Embedded Products.property rights therein; or

Parent Intangible Property. (i) Except Parent owns, or possesses a valid and enforceable license or otherwise possesses legally enforceable rights to use, all material Parent Intellectual Property Rights (as set forth hereafter defined) that are necessary to conduct the business of the Parent as currently conducted or planned to be conducted and has no restriction on the rights to use the same. (ii) Section 5.2(k)(ii) of the Parent Disclosure Schedule contains a list and description of all material Parent Intellectual Property Rights. (iii) Section 5.2(k)(iii) of the Parent Disclosure Schedule contains a list and description (showing in SECTION 5.1(Oeach case any licensee) of all Software owned by or licensed to the Parent excluding Software licensed to the Parent having a fee less than five thousand dollars ($5,000). (iv) Section 5.2(k)(iv) of the Parent Disclosure Schedule contains a list and description (showing in each case the parties thereto) of all material agreements, contracts, licenses, sublicenses, assignments and indemnities which relate to (A) any copyright, patent right, servicemark or trademark listed in Section 5.2(k)(ii) of the Parent Disclosure Schedule, (B) any trade secrets owned by, licensed to or used by the Parent ownsor (C) any Software listed in Section 5.2(k)(iii) of the Parent Disclosure Schedule. (v) The Parent is not nor will be as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, in breach in any material respect of any license, sublicense or other agreement relating to the Parent Intellectual Property Rights or any license, sublicense or other agreement pursuant to which the Parent is authorized to use any third party patents, trademarks or copyrights, including Software, which are used in the manufacture of, incorporated in, or is licensedform a part of any product of the Parent. All such agreements of the Parent are listed in Section 5.2(k)(v) of the Parent Disclosure Schedule. (A) All material patents, or otherwise possesses legally registered trademarks, service marks and copyrights held by the Parent are valid and enforceable and any and all applications to register any unregistered copyrights, patent rights, servicemarks and trademarks to useidentified are pending and in good standing; and (B) the Parent has the sole and exclusive right to bring actions for infringement or unauthorized use of the material Parent Intellectual Property Rights and Software owned by the Parent, sell and the Parent has no knowledge of any basis for any such action. To the best of Parent’s knowledge, the Parent has not been sued in any suit, action or licenseproceeding which involves a claim of infringement of any patent, as applicabletrademark, all Proprietary Rights (excluding in each case Commercial Software) usedservice xxxx or copyright or the violation of any trade secret or other proprietary rights of any third party. To the best of Parent’s knowledge, sold, distributed or licensed in or as a part the conduct of the business of the Parent does not violate or infringe any intellectual property rights owned or controlled by any third party, and its Material Subsidiaries as currently conducted there are no claims, proceedings or actions pending or, to the knowledge of the Parent, threatened against the Parent ("PARENT PROPRIETARY RIGHTS")A) alleging that the Parent’s activities infringe upon, violate or otherwise constitute the unauthorized use of any intellectual property rights of any third party or (B) challenging the ownership, use, validity or enforceability of any Parent Intellectual Property Rights, nor is there a valid basis for any such claim to the best of Parent’s knowledge. (iivii) Except as set forth The Parent has taken reasonable measures to safeguard and maintain their proprietary rights in SECTION 5.1(Oall Parent Intellectual Property Rights owned by the Parent. There has been no disclosure of any trade secret of the Parent to any third party, other than pursuant to valid, enforceable, written non-disclosure agreements. (viii) The completion of the transactions contemplated by this Agreements will not alter or impair the right of the Parent to use any of the Parent Intellectual Property Rights. (ix) All material Parent Intellectual Property Rights owned by the Parent have been (A) acquired from a person or entity having full, effective and exclusive ownership thereof, (B) developed or created by employees, agents, consultants or contractors who have contributed to or participated in the creation or development of any copyrightable, patentable or trade secret material on behalf of the Parent or any predecessor in interest thereof either: (1) with respect to copyrightable materials, is a party to a “work-for-hire” agreement under which the Parent or any predecessor in interest thereof is deemed to be the original owner/author of all property rights therein; or (2) with respect to copyrightable or patentable materials or materials subject to trade secret protection, has executed an assignment or an agreement to assign in favor of the Parent or any predecessor in interest thereof, of all right, title and interest in such material. (x) Excluding the Software identified in Section 5.2(k)(x) of the Parent Disclosure Schedule, or except for Commercial Software and Parent Embedded Products for which Parent has valid non-exclusive licenses that are adequate for the conduct of Parent's business, Parent is the sole and exclusive owner of the Parent Proprietary Rights (free and clear of any Encumbrances), and except for non-exclusive licenses entered into in the ordinary course of business, has sole and exclusive rights to the use and distribution therefor or the material covered thereby in connection with the services or products in respect of which such Parent Proprietary Rights are currently being used, sold, licensed or distributed in the course of or as part of the business of Parent as currently conducted. (iii) Except as disclosed in SECTION 5.1(O) of the Parent Disclosure Schedule, to the Knowledge of Parent (A) Parent has not materially infringed on any intellectual property rights of any third Persons and (B) none of the Parent Proprietary Rights materially infringes on any intellectual property rights of any third Persons, except as would 16 not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect on Parent. (iv) Except as disclosed in SECTION 5.1(O) of the Parent Disclosure Schedule, no actions, suits, claims, investigations or proceedings with respect to the Parent Proprietary Rights (other than Parent Embedded Products) are pending or, to the Knowledge of Parent, threatened by any Person, (A) alleging that the manufacture, sale, license, distribution or use of any Parent Proprietary Rights as now manufactured, sold, licensed, distributed or used by Parent or any third party infringes on any intellectual property rights of any third party, (B) against the use or distribution by Parent or any third party of any Parent Propriety Rights or (C) challenging the ownership by Parent or validity of any Parent Proprietary Rights. (v) For the purpose of this SECTION 5.1(O), the following terms have the following definitions: (A) the term "COMMERCIAL SOFTWARE" means packaged commercially available software programs generally available Software owned or exclusively licensed by the Parent is not subject by agreement to the public which have been licensed to Parent pursuant to end-user licenses that permit the use of such programs without a right to modifyany transfer, distribute assignment, site, equipment, or sublicense the sameother operational limitations; (B) the term "PARENT EMBEDDED PRODUCTS" means software Parent has maintained and protected the Software that is incorporated it owns (the “Parent Owned Software”) (including, without limitation, all source code and system specifications) with appropriate proprietary notices (including, without limitation, the notice of copyright in any existing product accordance with the requirements of 17 U.S.C. § 401), confidentiality and non-disclosure agreements and such other measures as are reasonably necessary to protect the proprietary, trade secret or service of Parentconfidential information contained therein; and (C) the term "PROPRIETARY RIGHTS" means material Parent Owned Software has been registered or is eligible for protection and registration under applicable U.S. copyright law and has not been forfeited to the public domain; (1D) patentsthe Parent has copies of all releases or separate versions of the Parent Owned Software so that the same may be subject to registration in the United States Copyright Office; (E) the Parent has complete and exclusive right, patent applications title and inventionsinterest in and to the Parent Owned Software; (F) the Parent has developed the Parent Owned Software through its own efforts and for its own account or has otherwise acquired title thereto; (G) to the best of the Parent’s knowledge, (2) trademarks, service marks, trade dress, trade names, Internet domain names and corporate names (in Parent's state of incorporation) and registrations and applications for registration thereof, (3) copyrights and registrations and applications for registration thereof, (4) mask works and registrations and applications for registration thereof, (5) computer software, data and documentation (in both source code and object code form), (6) trade secrets, know-how and copyrightable works, and (7) all renewals, extensions, revivals and resuscitations thereof, but the Parent Owned Software does not include Commercial Software or Company Embedded Products.infringe any copyright of any other Person;

Parent Intangible Property. (i) Except as set forth in SECTION 5.1(OSection 5.1(o) of the Parent Disclosure Schedule, Parent owns, or is licensed, or otherwise possesses legally enforceable rights, to use, sell or license, as applicable, all Proprietary Rights (excluding in each case Commercial Software) used, sold, distributed or licensed in or as a part of the business of Parent and its Material Subsidiaries as currently conducted ("PARENT PROPRIETARY RIGHTSParent Proprietary Rights"). (ii) Except as set forth in SECTION 5.1(OSection 5.1(o) of the Parent Disclosure Schedule, or except for Commercial Software and Parent Embedded Products for which Parent has valid non-exclusive licenses that are adequate for the conduct of Parent's business, Parent is the sole and exclusive owner of the Parent Proprietary Rights (free and clear of any Encumbrances), and except for non-exclusive licenses entered into in the ordinary course of business, has sole and exclusive rights to the use and distribution therefor or the material covered thereby in connection with the services or products in respect of which such Parent Proprietary Rights are currently being used, sold, licensed or distributed in the course of or as part of the business of Parent as currently conducted. (iii) Except as disclosed in SECTION 5.1(OSection 5.1(o) of the Parent Disclosure Schedule, to the Knowledge of Parent (A) Parent has not materially infringed on any intellectual property rights of any third Persons and (B) none of the Parent Proprietary Rights materially infringes on any intellectual property rights of any third Persons, except as would 16 not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect on Parent. (iv) Except as disclosed in SECTION 5.1(OSection 5.1(o) of the Parent Disclosure Schedule, no actions, suits, claims, investigations or proceedings with respect to the Parent Proprietary Rights (other than Parent Embedded Products) are pending or, to the Knowledge of Parent, threatened by any Person, (A) alleging that the manufacture, sale, license, distribution or use of any Parent Proprietary Rights as now manufactured, sold, licensed, distributed or used by Parent or any third party infringes on any intellectual property rights of any third party, (B) against the use or distribution by Parent or any third party of any Parent Propriety Rights or (C) challenging the ownership by Parent or validity of any Parent Proprietary Rights. (v) For the purpose of this SECTION 5.1(OSection 5.1(o), the following terms have the following definitions: (A) the term "COMMERCIAL SOFTWARECommercial Software" means packaged commercially available software programs generally available to the public which have been licensed to Parent pursuant to end-user licenses that permit the use of such programs without a right to modify, distribute or sublicense the same; (B) the term "PARENT EMBEDDED PRODUCTSParent Embedded Products" means third party software that is incorporated in any existing product or service of Parent; and (C) the term "PROPRIETARY RIGHTSProprietary Rights" means (1) patents, patent applications and inventions, (2) trademarks, service marks, trade dress, trade names, Internet domain names and corporate names (in Parent's state of incorporation) and registrations and applications for registration thereof, (3) copyrights and registrations and applications for registration thereof, (4) mask works and registrations and applications for registration thereof, (5) computer software, data and documentation (in both source code and object code form), (6) trade secrets, know-how and copyrightable works, and (7) all renewals, extensions, revivals and resuscitations thereof, but does not include Commercial Software or Company Embedded Products.

Parent Intangible Property. (i) Except Parent owns, or possesses a valid and enforceable license or otherwise possesses legally enforceable rights to use, all material Parent Intellectual Property Rights (as set forth hereafter defined) that are necessary to conduct the business of the Parent as currently conducted or planned to be conducted and has no restriction on the rights to use the same. (ii) Section 5.2(k)(ii) of the Parent Disclosure Schedule contains a list and description of all material Parent Intellectual Property Rights. (iii) Section 5.2(k)(iii) of the Parent Disclosure Schedule contains a list and description (showing in SECTION 5.1(Oeach case any licensee) of all Software owned by or licensed to the Parent excluding Software licensed to the Parent having a fee less than five thousand dollars ($5,000). (iv) Section 5.2(k)(iv) of the Parent Disclosure Schedule contains a list and description (showing in each case the parties thereto) of all material agreements, contracts, licenses, sublicenses, assignments and indemnities which relate to (A) any copyright, patent right, servicemark or trademark listed in Section 5.2(k)(ii) of the Parent Disclosure Schedule, (B) any trade secrets owned by, licensed to or used by the Parent owns, or is licensed, or otherwise possesses legally enforceable rights, to use, sell or license, as applicable, all Proprietary Rights (excluding C) any Software listed in each case Commercial Software) used, sold, distributed or licensed in or as a part of the business of Parent and its Material Subsidiaries as currently conducted ("PARENT PROPRIETARY RIGHTS"). (ii) Except as set forth in SECTION 5.1(OSection 5.2(k)(iii) of the Parent Disclosure Schedule. (v) The Parent is not nor will be as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, in breach in any material respect of any license, sublicense or other agreement relating to the Parent Intellectual Property Rights or any license, sublicense or other agreement pursuant to which the Parent is authorized to use any third party patents, trademarks or copyrights, including Software, which are used in the manufacture of, incorporated in, or except for Commercial Software and Parent Embedded Products for which Parent has valid non-exclusive licenses that are adequate for form a part of any product of the conduct of Parent's business, Parent is the sole and exclusive owner . All such agreements of the Parent Proprietary Rights (free and clear of any Encumbrances), and except for non-exclusive licenses entered into are listed in the ordinary course of business, has sole and exclusive rights to the use and distribution therefor or the material covered thereby in connection with the services or products in respect of which such Parent Proprietary Rights are currently being used, sold, licensed or distributed in the course of or as part of the business of Parent as currently conducted. (iii) Except as disclosed in SECTION 5.1(OSection 5.2(k)(v) of the Parent Disclosure Schedule. (A) All material patents, registered trademarks, service marks and copyrights held by the Parent are valid and enforceable and any and all applications to register any unregistered copyrights, patent rights, servicemarks and trademarks to identified are pending and in good standing; and (B) the Parent has the sole and exclusive right to bring actions for infringement or unauthorized use of the material Parent Intellectual Property Rights and Software owned by the Parent, and the Parent has no knowledge of any basis for any such action. To the best of Parent's knowledge, the Parent has not been sued in any suit, action or proceeding which involves a claim of infringement of any patent, trademark, service mark xx copyright or the violation of any trade secret or other proprietary rights of any third party. To the best of Parent's knowledge, the conduct of the business of the Parent does not violate or infringe any intellectual property rights owned or controlled by any third party, and there are no claims, proceedings or actions pending or, to the Knowledge knowledge of the Parent, threatened against the Parent (A) Parent has not materially infringed on alleging that the Parent's activities infringe upon, violate or otherwise constitute the unauthorized use of any intellectual property rights of any third Persons and party or (B) none challenging the ownership, use, validity or enforceability of any Parent Intellectual Property Rights, nor is there a valid basis for any such claim to the best of Parent's knowledge. (vii) The Parent has taken reasonable measures to safeguard and maintain their proprietary rights in all Parent Intellectual Property Rights owned by the Parent. There has been no disclosure of any trade secret of the Parent Proprietary Rights materially infringes on any intellectual property rights of any third Persons, except as would 16 not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect on Parent. (iv) Except as disclosed in SECTION 5.1(O) of the Parent Disclosure Schedule, no actions, suits, claims, investigations or proceedings with respect to the Parent Proprietary Rights (other than Parent Embedded Products) are pending or, to the Knowledge of Parent, threatened by any Person, (A) alleging that the manufacture, sale, license, distribution or use of any Parent Proprietary Rights as now manufactured, sold, licensed, distributed or used by Parent or any third party infringes on any intellectual property rights of any third party, other than pursuant to valid, enforceable, written non-disclosure agreements. (Bviii) against The completion of the transactions contemplated by this Agreements will not alter or impair the right of the Parent to use or distribution by any of the Parent or any third party of any Parent Propriety Rights or (C) challenging the ownership by Parent or validity of any Parent Proprietary Intellectual Property Rights. (vix) For All material Parent Intellectual Property Rights owned by the purpose of this SECTION 5.1(O), the following terms Parent have the following definitions: been (A) the term "COMMERCIAL SOFTWARE" means packaged commercially available software programs generally available to the public which have been licensed to Parent pursuant to end-user licenses that permit the use of such programs without acquired from a right to modifyperson or entity having full, distribute or sublicense the same; effective and exclusive ownership thereof, (B) developed or created by employees, agents, consultants or contractors who have contributed to or participated in the term "PARENT EMBEDDED PRODUCTS" means software that is incorporated creation or development of any copyrightable, patentable or trade secret material on behalf of the Parent or any predecessor in any existing product or service of Parent; and (C) the term "PROPRIETARY RIGHTS" means interest thereof either: (1) patentswith respect to copyrightable materials, patent applications and inventions, (2) trademarks, service marks, trade dress, trade names, Internet domain names and corporate names (is a party to a "work-for-hire" agreement under which the Parent or any predecessor in Parent's state interest thereof is deemed to be the original owner/author of incorporation) and registrations and applications for registration thereof, (3) copyrights and registrations and applications for registration thereof, (4) mask works and registrations and applications for registration thereof, (5) computer software, data and documentation (in both source code and object code form), (6) trade secrets, know-how and copyrightable works, and (7) all renewals, extensions, revivals and resuscitations thereof, but does not include Commercial Software or Company Embedded Products.property rights therein; or