Common use of Patents and Intellectual Property Rights Clause in Contracts

Patents and Intellectual Property Rights. (a) Schedule 2.14 sets forth a list of each patent, trademark, trade name, service xxxx, brand xxxx, brand name, and registered copyright as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the "Intellectual Property") owned or used in connection with the Business by the Company and indicates, with respect to each item of Company's Intellectual Property that is licensed by the Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The use of the foregoing by the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxx, brand name, computer program, database, industrial design, trade secret, copyright or any pending application thereto of any other person and there have been no claims made and the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as set forth on Schedule 2.14A. (b) The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by the Company, each of the licenses or other contracts relating to the Company's Intellectual Property (collectively, the "Intellectual Property Licenses") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by the Company or, to the Company's knowledge, by any other party thereto, and to the Company's knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by the Company thereunder.

Patents and Intellectual Property Rights. (a) Schedule 2.14 The disclosures in the SEC Documents sets forth a list of each patent, trademark, trade name, service xxxx, brand xxxx, brand name, and registered copyright as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the "“Intellectual Property"”) owned or used in connection with the Business by the Company Liberator and indicates, with respect to each item of CompanyLiberator's Intellectual Property that is licensed by the CompanyLiberator, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The use of the foregoing by the Company Liberator does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxx, brand name, computer program, database, industrial design, trade secret, copyright or any pending application thereto of any other person and there have been no claims made and the Company Liberator has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as set forth on Schedule 2.14A.otherwise disclosed. (b) The Company Liberator owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. The Company Liberator has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by the CompanyLiberator, each of the licenses or other contracts relating to the CompanyLiberator's Intellectual Property (collectively, the "“Intellectual Property Licenses"”) is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by the Company Liberator or, to the CompanyLiberator's knowledge, by any other party thereto, and to the Company's Liberator’s knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by the Company Liberator thereunder.

Patents and Intellectual Property Rights. (a) Schedule 2.14 sets forth a list of each patent, trademark, trade name, service xxxxmark, brand xxxxmark, brand name, and registered copyright as well as all registrations thereof xxxistratioxx xhereof and pending applications therefor, and each license or other contract relating thereto (collectively, the "Intellectual Property") owned or used in connection with the Business by the Company and indicates, with respect to each item of Company's Intellectual Property that is licensed by the Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The To the Company's knowledge, the use of the foregoing by the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxxmark, brand name, computer program, database, industrial design, trade secrettradx xxcret, copyright or any pending application thereto of any other person and there have been no claims made and the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as set forth on Schedule 2.14A. (b) The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by the Company, each of the licenses or other contracts relating to the Company's Intellectual Property (collectively, the "Intellectual Property Licenses") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by the Company or, to the Company's knowledge, by any other party thereto, and to the Company's knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by the Company thereunder.

Patents and Intellectual Property Rights. (a) Schedule 2.14 sets forth a list of each patentpatents, trademarktrademarks, trade namenames, service xxxxmarks, brand xxxxmarks, brand namenames, and registered copyright as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the "Intellectual Property") owned or used in connection with the Business by the Company and indicates, with respect to each item of Company's Intellectual Property that is licensed by the Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating theretocopyrights. The use of the foregoing by the Company does has not conflict conflicted with, infringe infringed upon, violate violated or interfere interfered with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxx, brand name, computer program, database, industrial design, trade secret, copyright or any pending application thereto of any other person and there have been no claims made and the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as set forth on Schedule 2.14A.. (b) The Company owns or has rights to use all Intellectual Propertyall, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by the Company, each of the licenses or other contracts relating to the Company's Intellectual Property intellectual property (collectively, the "Intellectual Property Licenses") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by the Company or, to the Company's knowledge, by any other party thereto, and to the Company's ’s knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by the Company thereunder.

Patents and Intellectual Property Rights. (a) Schedule 2.14 sets forth a list of each patent3.24(a) hereto lists all patents, trademarkpatent applications, inventions, formulae, technical information, research, data, concepts, methods, “know-how,” trade secrets, software, copyrights, trade/service marks, trade namenames, service xxxxlogos, brand xxxxcommercial symbols, brand namedomain names and other intellectual property owned by the Company, and whether registered copyright as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto unregistered (collectively, the "Intellectual Property"“Owned IP Rights”). The Company is the sole and exclusive owner of the Owned IP Rights. (b) owned or used All material registration, maintenance and renewal fees due and payable as of the Closing in connection with the Business Owned IP Rights have been paid and all necessary material documents and certificates in connection with the Owned IP Rights have been filed with the relevant patent, copyright, trademark or other authorities in France or foreign jurisdictions, as the case may be, for the purposes of perfecting, prosecuting and maintaining the foregoing. Except as set forth in Schedule 3.24(b), there are no actions that are required to be taken by the Company and indicates, within 120 days of the date of this Agreement with respect to each item any of Company's Intellectual Property that is the Owned IP Rights. (c) Schedule 3.24(c) hereto lists all patents, patent applications, inventions, formulae, technical information, research, data, concepts, methods, “know-how,” trade secrets, software, copyrights, trade/service marks, trade names, logos, commercial symbols, domain names and other intellectual property held by, used by or licensed by to the Company, whether registered or unregistered (collectively, the name “Licensed IP Rights”). The Company has a valid right and license to use the Licensed IP Rights. Such Licensed IP Rights will not cease to be valid and binding and in full force and effect on terms substantially similar to those currently in effect as a result of the licensor thereof consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a material breach or material default under such agreement or otherwise give the other party to such agreement a right to terminate such agreement. Each such agreement will be enforceable by the Company surviving the consummation of the transactions contemplated by this Agreement without the consent or agreement of any other Person. (d) Except for such items specifically identified on Schedule 3.24(d), no intellectual property rights other than the Owned IP Rights and the Licensed IP Rights (collectively, the “IP Rights”) are required for the Company to conduct its business in the ordinary course consistent with past practice. (e) To the Knowledge of the Company, none of the IP Rights infringes (nor has any claim been made that any of them infringes) the patents, trademarks, copyrights or other rights of others. (f) Except as identified on Schedule 3.24(f), there is no license, settlement agreement, co-existence agreement or other agreement to which the Company is a party or to which it is legally bound relating to the Owned IP Rights and there are no restrictions or Liens relating to the Owned IP Rights, materially and adversely affecting the use by the Company and, after the Closing Date, the use by Buyer, of any of the Owned IP Rights. (g) Except as identified on Schedule 3.24(g), as of the date hereof, there is no pending claim, demand, litigation or other legal action with respect to oral Contracts, the terms of such license relating thereto. The use any of the foregoing IP Rights, and no order, holding, decision or judgment has been rendered by any Authority, and no agreement, consent or stipulation exists to which the Company does not conflict withis a party or of which any of them has Knowledge, infringe which would prevent the Company, or after the Closing Date, Buyer, from using any of the IP Rights. (h) Except as identified on Schedule 3.24(h), to the Knowledge of the Company, no other Person has infringed upon, violate misappropriated or interfere otherwise come into conflict with or constitute an appropriation any of any rightthe IP Rights, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxx, brand name, computer program, database, industrial design, trade secret, copyright or any pending application thereto of any other person and there have been no claims made and during such period the Company has not received any notice notices, correspondence or otherwise know other communications regarding any such infringement, misappropriation or conflict with any IP Rights. (i) The Company has taken and will continue to take all reasonable measures to protect the secrecy, confidentiality and value or all trade secrets and confidential information included in the IP Rights (the “Trade Secrets”). The Company has not taken any action nor, to the Knowledge of Company, failed to take any action that directly or indirectly caused any Trade Secret to enter the public domain or in any way adversely affects its value. (j) To the Knowledge of the foregoing Company, the software (i) material to the operation of the business of the Company, including all computer software and databases operated by the Company on web sites or used by the Company in connection with processing client orders, storing client information, or storing or archiving data, or (ii) used, manufactured, distributed, sold, licensed or marketed by the Company (collectively, the “Company Software”) is invalid free of all viruses, worms, Trojan horses and other contaminants, in each case that disrupt in any material respect its operation or conflicts with have a materially adverse impact on the asserted rights operation of other software programs or operating systems. None of the Company Software contains or requires use of any “open source” code, shareware or other software that is made generally available to the public without requiring payment of fees or royalties or does or may require disclosure or licensing of any such item of the Company Software or any other IP Rights owned by the Company. (k) The Company has all right, title and interest in and to the Company Software owned by the Company (the “Proprietary Company Software”), free and clear of all Liens. The Company has developed the Proprietary Company Software through its own efforts, as described in Section 3.24(m), and for its account. The use of the Proprietary Company Software does not breach any term of any license or other contract between the Company and any third party. (l) The Proprietary Company Software does not infringe any patent, copyright or trade secret or any other intellectual property right of any third party. The source code for the Proprietary Company Software has been maintained in confidence. (m) The Proprietary Company Software was: (i) developed by the Company’s employees working within the scope of their employment at the time of such development or (ii) developed by agents, consultants, contractors or other Persons or who have not been used or enforced or executed appropriate instruments of assignment in favor of the Company as assignee that have been failed conveyed to be used or enforced in a manner that would result the Company ownership of all of its intellectual property rights in the abandonment, cancellation or unenforceability of the Intellectual Property, except Proprietary Company Software. Except as set forth on Schedule 2.14A.3.24(m), the Company has not received notice from any third party claiming any right, title or interest in the Proprietary Company Software. (bn) The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used granted rights in the conduct of the Business as now conductedProprietary Company Software to any third party. (c) To the extent used in the conduct of the Business by the Company, each of the licenses or other contracts relating to the Company's Intellectual Property (collectively, the "Intellectual Property Licenses") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by the Company or, to the Company's knowledge, by any other party thereto, and to the Company's knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by the Company thereunder.

Patents and Intellectual Property Rights. (a) Schedule 2.14 sets forth a list of each patent, trademark, trade name, service xxxxmark, brand xxxxmark, brand name, and registered copyright as well as all registrations alx xxgistratixxx thereof and pending applications therefortherefore, and each license or other contract relating thereto (collectively, the "Intellectual Property") owned or used in connection with the Business by the Company and indicates, with respect to each item of Company's Intellectual Property that is licensed by the Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The To the Company's knowledge, the use of the foregoing by the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxxmark, brand name, computer program, database, industrial design, trade secrettraxx xecret, copyright or any pending application thereto of any other person and there have been no claims made and the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as set forth on Schedule 2.14A. (b) The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. The Company has not forfeited or otherwise Zeon-BlueStar Stock Purchase & Recap Agmt Final relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by the Company, each of the licenses or other contracts relating to the Company's Intellectual Property (collectively, the "Intellectual Property Licenses") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by the Company or, to the Company's knowledge, by any other party thereto, and to the Company's knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by the Company thereunderthere under.

Patents and Intellectual Property Rights. (a) Schedule 2.14 sets forth a list of each patent, trademark, trade name, service xxxxmark, brand xxxxmark, brand name, and registered copyright as well as all registrations thereof rxxxxtrations xxxreof and pending applications therefortherefore, and each license or other contract relating thereto (collectively, the "Intellectual Property") owned or used in connection with the Business by the Company and indicates, with respect to each item of Company's Intellectual Property that is licensed by the Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The To the Company's knowledge, the use of the foregoing by the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxxmark, brand name, computer program, database, industrial design, trade secretxxxxet, copyright or any pending application thereto of any other person and there have been no claims made and the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as set forth on Schedule 2.14A. (b) The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by the Company, each of the licenses or other contracts relating to the Company's Intellectual Property (collectively, the "Intellectual Property Licenses") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by the Company or, to the Company's knowledge, by any other party thereto, and to the Company's knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by the Company thereunderthere under.

Patents and Intellectual Property Rights. (a) Schedule 2.14 Section 3.23(a) of the Disclosure Letter sets forth a complete and accurate list of each patentall patents and patent applications, trademarkregistered trademarks, trade nameapplications for registration of trademarks and material unregistered trademarks, service xxxxregistered and material unregistered copyrights (including computer software programs), brand xxxx, brand nameregistrations and applications for industrial designs, and registered copyright as well as all domain name registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the "Intellectual Property") owned or used in connection with the Business held for use by the Company and indicatesor any of its Subsidiaries in the conduct of its business, with respect specifying as to each item of Company's Intellectual Property that is licensed by such item, as applicable: (i) the Company, the name owner of the licensor thereof anditem, with respect to oral Contracts(ii) the jurisdictions in which the item is held, issued or registered or in which any application for issuance or registration has been filed, (iii) the terms of such license relating thereto. The use respective issuance, registration, or application number of the foregoing by item, and (iv) the Company does not conflict with, infringe upon, violate date of application and issuance or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxx, brand name, computer program, database, industrial design, trade secret, copyright or any pending application thereto of any other person and there have been no claims made and the Company has not received any notice or otherwise know that any registration of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as set forth on Schedule 2.14A.item. (b) The Company owns and its Subsidiaries own or has rights are licensed or otherwise have the right to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right Property used in the conduct of the Business their businesses as now currently conducted and as proposed to be conducted. (c) To the extent used in the conduct The business operations of the Business by Company and its Subsidiaries as it is currently conducted or proposed to be conducted, including but not limited to the design, development, use, import, manufacture and sale of the products, technology or services (including products, technology or services currently under development) of the Company and its Subsidiaries, to the knowledge of the Company, each of does not and will not, infringe, dilute, misappropriate or otherwise violate the licenses or other contracts relating to the Company's Intellectual Property (collectivelyof any third party, the "Intellectual Property Licenses") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by the Company or, to the knowledge of the Company's knowledge, by constitute unfair competition or trade practices under the laws of any other jurisdiction in which the Company does business, and no claim has been made, notice given, or dispute arisen to that effect. Neither the Company nor any of its Subsidiaries has any pending claims that a third party theretohas violated or infringed any Intellectual Property owned or licensed to the Company or its Subsidiaries, and to the knowledge of the Company's knowledge, no event has occurred that with third party is violating or infringing any Intellectual Property owned or licensed to the lapse Company or its Subsidiaries. (d) All of time the items of Intellectual Property listed in Section 3.23(a) of the Disclosure Letter are valid and in full force, are held of record in the name of the Company or a Subsidiary free and clear of all liens, claims or encumbrances (including claims of joint authors or inventors and moral rights), and, to the giving knowledge of notice the Company, are not the subject of any cancellation, opposition or both would constitute a default reexamination proceeding, or any other proceeding challenging their extent, ownership or validity. The Company or Subsidiary is the applicant of record in all patent applications, and applications for trademark, service mxxx, trade dress, industrial design, copyright, mask work and domain name registration indicated in Section 3.23(a) of the Disclosure Letter as owned by the Company thereunderor Subsidiary, and no opposition, extension of time to oppose, interference, rejection, or refusal to register has been received in connection with any such application. (e) The Company and its Subsidiaries have taken commercially reasonable steps to preserve and protect the confidentiality of the proprietary information, trade secrets, and know-how of the Company and its Subsidiaries. There has been no unauthorized release, publication, disclosure or other dissemination (i) of the trade secrets, know-how or other confidential or proprietary information of the Company or its Subsidiaries or (ii) by the Company or its Subsidiaries of any third party’s trade secrets, know-how or other confidential or proprietary information. (f) No Intellectual Property owned by a Company or a Subsidiary was developed, in whole or in part (i) pursuant to or in connection with the participation by a Company or a Subsidiary, or any officer, director, employee, agent, consultant or contractor of a Company or a Subsidiary, in the development of any professional, technical or industry standard, (ii) under contract with or to any Governmental Entity, or (iii) using any software, software development toolkits, databases, libraries, scripts, or other, similar modules or components of Software that are subject to “open source” or similar license terms, including by way of example and not limitation, the GNU General Public License or GNU Limited General Public License. (g) All Intellectual Property owned or purported to be owned by the Company or any Subsidiary (a) was created as a work for hire (as defined under U.S. copyright law) by persons who were at the time of creation the regular, full-time, salaried employees of the Company or Subsidiary , the Intellectual Property rights in which are now owned by the Company; or (b) was fully and irrevocably assigned and transferred to a Company or a Subsidiary pursuant to a written agreement executed by the inventor(s) or author(s), whether such inventor(s) or author(s) were employees, contractors or agents of the Company or a Subsidiary. (h) All Intellectual Property owned or purported to be owned by the Company or any Subsidiary were created by persons who at the time were either full-time employees of the Company or Subsidiary who created the Intellectual Property in the course of their employment or they were contractors, all of whom have transferred and assigned all of their rights in and to such Intellectual Property to the Company or its Subsidiary pursuant to written assignment agreements and have waived their moral rights and rights of a similar nature in and to such Intellectual Property.

Patents and Intellectual Property Rights. (a) Schedule 2.14 sets forth a list of each patent, trademark, trade name, service xxxxmark, brand xxxxmark, brand name, and registered copyright as well as all registrations thereof xxxistratioxx xhereof and pending applications therefortherefore, and each license or other contract relating thereto (collectively, the "Intellectual Property") owned or used in connection with the Business by the Company and indicates, with respect to each item of Company's Intellectual Property that is licensed by the Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The To the Company's knowledge, the use of the foregoing by the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxxmark, brand name, computer program, database, industrial design, trade secrettradx xxcret, copyright or any pending application thereto of any other person and there have been no claims made and the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as set forth on Schedule 2.14A. (b) The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by the Company, each of the licenses or other contracts relating to the Company's Intellectual Property (collectively, the "Intellectual Property Licenses") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by the Company or, to the Company's knowledge, by any other party thereto, and to the Company's knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by the Company thereunderthere under.

Patents and Intellectual Property Rights. (a) Schedule 2.14 sets forth a list of each patent, trademark, trade name, service xxxxmxxx, brand xxxxmxxx, brand name, and registered copyright as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the "Intellectual Property") owned or used in connection with the Business by the Company OFH and indicates, with respect to each item of Company's Intellectual Property that is licensed by the CompanyOFH, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The use of the foregoing by the Company OFH does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxxmxxx, brand name, computer program, database, industrial design, trade secret, copyright or any pending application thereto of any other person and there have been no claims made and the Company OFH has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as set forth on Schedule 2.14A. (b) The Company OFH owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. The Company OFH has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by the CompanyOFH, each of the licenses or other contracts relating to the Company's OFH’ Intellectual Property (collectively, the "Intellectual Property Licenses") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by the Company OFH or, to the Company's OFH’ knowledge, by any other party thereto, and to the Company's OFH’ knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by the Company OFH thereunder.

Patents and Intellectual Property Rights. (a) Schedule 2.14 sets forth a list of each patent, trademark, trade name, service xxxxmark, brand xxxxmark, brand name, and registered copyright as well as all registrations axx xegistratxxxx thereof and pending applications therefortherefore, and each license or other contract relating thereto (collectively, the "Intellectual Property") owned or used in connection with the Business by the Company and indicates, with respect to each item of Company's Intellectual Property that is licensed by the Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The To the Company's knowledge, the use of the foregoing by the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxxmark, brand name, computer program, database, industrial design, trade trxxx secret, copyright or any pending application thereto of any other person and there have been no claims made and the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as set forth on Schedule 2.14A. (b) The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by the Company, each of the licenses or other contracts relating to the Company's Intellectual Property (collectively, the "Intellectual Property Licenses") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by the Company or, to the Company's knowledge, by any other party thereto, and to the Company's knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by the Company thereunderthere under.

Patents and Intellectual Property Rights. (a) Schedule 2.14 sets forth a list of each patent, trademark, trade name, service xxxx, brand xxxx, brand name, and registered copyright as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the "Intellectual Property") owned or used in connection with the Business by the Company and indicates, with respect to each item of Company's Intellectual Property that is licensed by the Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The To the Company's knowledge, the use of the foregoing by the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxx, brand name, computer program, database, industrial design, trade secret, copyright or any pending application thereto of any other person and there have been no claims made and the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as set forth on Schedule 2.14A. (b) The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by the Company, each of the licenses or other contracts relating to the Company's Intellectual Property (collectively, the "Intellectual Property Licenses") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by the Company or, to the Company's knowledge, by any other party thereto, and to the Company's ’s knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by the Company thereunder.