Patents and Intellectual Property Rights. (a) Section 3.23(a) of the Disclosure Letter sets forth a complete and accurate list of all patents and patent applications, registered trademarks, applications for registration of trademarks and material unregistered trademarks, registered and material unregistered copyrights (including computer software programs), and domain name registrations owned or held for use by either of the Companies or any of their Subsidiaries in the conduct of its business, specifying as to each such item, as applicable: (i) the owner of the item, (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 respective issuance, registration, or application number of the item, and (iv) the date of application and issuance or registration of the item. (b) Except as set forth in Section 3.23(b) of the Disclosure Letter, there are no material licenses, sublicenses, consents and other agreements (whether written or otherwise) by which the Companies (or either of them) or any of their Subsidiaries (i) are permitted to use the Intellectual Property (as defined below) of any third party (other than licenses to standard off-the-shelf desktop software), and (ii) permit a third party to use Intellectual Property owned by or licensed to the Companies or any of their Subsidiaries (other than licenses to standard, off-the-shelf desktop software). Neither the Companies nor any of their Subsidiaries, to the knowledge of either of the Companies or the Stockholder, any other party is in breach of or default under any such license or other agreement and except as set forth in Section 3.23(b) of the Disclosure Letter, each such license or other agreement is now and immediately following the Closing shall be valid and in full force and effect. (c) The Companies and their Subsidiaries own or are licensed or otherwise have the right to use all Intellectual Property used in the conduct of their businesses as currently conducted and as proposed to be conducted. (d) The business operations of each of the Companies and their 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 each of the Companies and their Subsidiaries, does not and will not, infringe, dilute, misappropriate or otherwise violate the Intellectual Property of any third party, or constitute unfair competition or trade practices under the laws of any jurisdiction, and no claim has been made, notice given, or dispute arisen to that effect. Neither of the Companies nor any of their Subsidiaries has any pending claims that a third party has violated or infringed any Intellectual Property owned or exclusively licensed to the Companies or their Subsidiaries, and to the knowledge of the Companies, no third party is violating or infringing any Intellectual Property owned or exclusively licensed to the Companies or their Subsidiaries. (e) All of 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 applicable Company free and clear of all liens, claims or encumbrances (including claims of joint authors or inventors), and are not the subject of any cancellation or reexamination proceeding or any other proceeding challenging their extent or validity. The applicable Company or Subsidiary is the applicant of record in all patent applications, and applications for trademark, service xxxx, 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 applicable Company or Subsidiary, and no opposition, extension of time to oppose, interference, rejection, or refusal to register has been received in connection with any such application. (f) The Companies and their 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 of the material trade secrets, know-how or other confidential or proprietary information of the Companies or their Subsidiaries. (g) 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. (h) No Intellectual Property owned or purported to be owned by the Companies (or either of them) 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 applicable Company or Subsidiary , the Intellectual Property rights in which are now owned by the applicable 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 Companies or a Subsidiary.
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Patents and Intellectual Property Rights. (a) Section 3.23(a) of the Disclosure Letter sets forth Schedule 2.25 contains a complete and accurate list of all patents and patent applications, registered industrial design registrations, copyright registrations, trademarks, service marks, trade names, and registrations and applications for registration of trademarks and material unregistered trademarks, registered and material unregistered copyrights (including computer software programs)service marks, trade names, trade dress and domain name registrations owned or held for use names used by either of the Companies or any of their Subsidiaries Company in the conduct of its business, business specifying as to each such item, as applicable: (i) the owner of the item, (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 respective issuance, registration, or application number of the item, and (iv) the date of application and issuance or registration of the item.
(b) Except as set forth in Section 3.23(b) Schedule 2.25 also contains a complete and accurate list of the Disclosure Letter, there are no all material licenses, sublicenses, consents and other agreements (whether written or otherwise) by which the Companies (or either of them) or any of their Subsidiaries (i) are permitted pertaining to use the Intellectual Property (as defined below) of any third party patents, industrial design rights, trademarks, service marks, trade names, trade dress, copyrights, trade secrets, computer software programs (other than licenses to standard off-the-shelf desktop softwarestandard, commercially available programs), or other intellectual property used by any Company in the conduct of its business, and (ii) permit by which any Company licenses or otherwise authorizes a third party to use Intellectual Property owned by or licensed to such intellectual property. None of the Companies or any of their Subsidiaries (other than licenses to standard, off-the-shelf desktop software). Neither the Companies nor any of their Subsidiariesor, to the knowledge of either of Xxxxxxx X. Xxxxxxxx and the Companies or the StockholderCompanies, any other party is in breach of or default under any such license or other agreement and except as set forth in Section 3.23(b) of the Disclosure Letter, each such license or other agreement is now and immediately following the Closing shall be valid and in full force and effect.
(c) The Companies and their Subsidiaries own Except as explicitly indicated in Schedule 2.25, each Company owns or are is licensed or otherwise have has the exclusive right to use, and has the right to use bring actions for the infringement of, all Intellectual Property used in patents, industrial design rights, trademarks, service marks, trade names, trade dress, copyrights, inventions, technology, know-how, designs, formulae, trade secrets, confidential and proprietary information, computer software programs (other than standard, commercially available programs), domain names, and other intellectual property necessary for the conduct operation of their businesses business of such Company as it is currently conducted and as proposed to be conducted.
(d) The business operations of each of the Companies and their Subsidiaries as it is currently conducted or proposed to be conductedCompany do not, including but not limited to the designknowledge of Xxxxxxx X. Xxxxxxxx and the Companies, developmentinfringe on the patents, useindustrial design rights, importtrademarks, manufacture and sale of the productsservice marks, technology trade names, trade dress, copyrights, trade secrets or services (including products, technology or services currently under development) of each of the Companies and their Subsidiaries, does not and will not, infringe, dilute, misappropriate or otherwise violate the Intellectual Property other intellectual property rights of any third party, or constitute unfair competition or trade practices under the laws of any jurisdiction, and no claim has been made, notice given, or dispute arisen to that effecteffect except as disclosed on Schedule 2.25. Neither of the Companies nor any of their Subsidiaries No Company has any pending claims that a third party has violated or infringed any Intellectual Property owned of such Company's patents, industrial design rights, trademarks, service marks, trade names, trade dress, copyrights, trade secrets or exclusively licensed other proprietary rights. No Company has given any indemnification to the Companies or their Subsidiaries, and to the knowledge of the Companies, no any third party is violating or infringing any Intellectual Property owned or exclusively licensed to the Companies or their Subsidiariesagainst infringement of such intellectual property rights.
(e) All Except as explicitly indicated in Schedule 2.25, all of the items of Intellectual Property listed patents, industrial design registrations, trademark and service xxxx registrations, copyright registrations and domain name registrations indicated in Section 3.23(a) of the Disclosure Letter Schedule 2.25 are valid and in full force, are held of record in the name of the applicable Company Companies free and clear of all liens, claims or encumbrances (including claims of joint authors or inventors), Liens and are not the subject of any cancellation or reexamination proceeding or any other proceeding challenging their extent or validity. The applicable Company or Subsidiary Except as explicitly indicated in Schedule 2.25, one of the Companies is the applicant of record in all patent applications, and applications for trademark, service xxxx, trade dress, industrial design, copyright, mask work and domain name copyright registration indicated in Section 3.23(a) of the Disclosure Letter as owned by the applicable Company or SubsidiarySchedule 2.25, and no opposition, extension of time to oppose, interference, rejection, or refusal to register has been received in connection with any such application.
(f) The Companies To the knowledge of Xxxxxxx X. Xxxxxxxx and their Subsidiaries have taken commercially reasonable steps to preserve and protect the confidentiality of the proprietary informationCompanies, trade secrets, and know-how of the Company and its Subsidiaries. There has been no unauthorized release, publication, disclosure or other dissemination none of the material trade secrets, know-how or other confidential or proprietary information of the Companies or their Subsidiaries.
(g) No Intellectual Property owned by a any Company or a Subsidiary has been disclosed to any person unless such disclosure was developednecessary, in whole or in part (i) and was made 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 Licensean appropriate confidentiality agreement.
(h) No Intellectual Property owned or purported to be owned by the Companies (or either of them) 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 applicable Company or Subsidiary , the Intellectual Property rights in which are now owned by the applicable 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 Companies or a Subsidiary.
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Patents and Intellectual Property Rights. (a) Section 3.23(aSchedule 2.13(a) of the Disclosure Letter sets forth contains a complete and accurate list of all material patents and patent applications, registered trademarks, applications for registration of trademarks and service marks, trade names, material unregistered trademarks, registered and material unregistered copyrights (including computer software programs), and registrations and applications for registration of industrial designs, copyrights, mask works, trademarks, service marks, trade names, trade dress and domain name registrations owned names used or held for use by either of the Companies or any of their Subsidiaries Seller in the conduct of its business, the Business specifying as to each such item, as applicable: (i) the owner of the item, (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 respective issuance, registration, or application number of the item, and (iv) the date of application and issuance or registration of the item.
(b) Except as set forth in Section 3.23(bSchedule 2.13(b) contains a complete and accurate list of the Disclosure Letter, there are no all material licenses, sublicenses, consents and other agreements (whether written or otherwise) by which the Companies (or either of them) or any of their Subsidiaries ): (i) are permitted pertaining to use the Intellectual Property (as defined below) of any third party patents, industrial design rights, trademarks, service marks, trade names, trade dress, copyrights, mask works, trade secrets, computer software (other than licenses to standard standard, commercially available off-the-shelf desktop software), and web site design, or other Intellectual Property used by Seller in the conduct of the Business, or (ii) permit by which Seller licenses or otherwise authorizes a third party to use such Intellectual Property owned by or licensed to the Companies or any of their Subsidiaries (other than licenses to standard, off-the-shelf desktop software)Property. Neither the Companies nor any of their SubsidiariesSeller nor, to the knowledge of either of the Companies or the StockholderSeller's knowledge, any other party is in breach of or default under any such license or other agreement agreement, and except as set forth in Section 3.23(b) of the Disclosure Letteron Schedule 2.13(b), each such license or other agreement agreement, to Seller's knowledge, is now and immediately following and, subject to obtaining any required consent to the assignment thereof by Seller to Buyer, upon the Closing shall be be, valid and in full force and effect.
(c) The Companies and their Subsidiaries own Except as set forth in Schedule 2.13(c), Seller owns or are is licensed or otherwise have has the right to use use, and has the right to bring actions for the infringement or other violation of, all trademarks, service marks, trade names, copyrights, inventions, technology, know-how, designs, formulae, trade secrets, trade dress, mask works, confidential and proprietary information, computer software, domain names and other Intellectual Property used in the conduct operation of their businesses the Business or necessary for the operation of the Business as it is currently conducted and as proposed to be conducted.
(d) The business operations of each of Except as set forth on Schedule 2.13(d), the Companies and their Subsidiaries Business as it is currently conducted or proposed to be conducted, including but not limited to the design, development, use, import, manufacture manufacture, license and sale of the products, technology or services (including products, technology or services currently under development) of each of the Companies and their SubsidiariesBusiness, does not and will not, infringe, dilute, misappropriate or otherwise violate the patents, industrial design rights, trademarks, service marks, trade names, trade dress, copyrights, mask works, trade secrets or other Intellectual Property rights of any third party, or constitute unfair competition or trade practices under the laws of any jurisdiction, and no claim has been made, made or notice given, or dispute arisen given to that effect. Neither To Seller's knowledge, the products, technology and services currently under development in connection with the Business do not infringe, dilute, misappropriate or otherwise violate the patents, industrial design rights, trademarks, service marks, trade names, trade dress, copyrights, mask works, trade secrets or other Intellectual Property rights of the Companies nor any of their Subsidiaries third party, and no claim has any pending claims been made or notice given to that a effect. To Seller's knowledge, no third party has violated or infringed any of Seller's patents, industrial design rights, trademarks, service marks, trade names, trade dress, copyrights, trade secrets or other Intellectual Property owned or exclusively licensed rights. Except as set forth in Schedule 2.13(d), Seller has not given any indemnification to the Companies or their Subsidiaries, and to the knowledge of the Companies, no any third party is violating or infringing any against infringement of such Intellectual Property owned or exclusively licensed to the Companies or their Subsidiariesrights.
(e) All Except as set forth in Schedule 2.13(e), all of the items of Intellectual Property listed patents, industrial design registrations, trademark and service mark registrations, copyright registrations, mask work registrationx xxd domain name registrations indicated in Section 3.23(aSchedule 2.13
(a) of the Disclosure Letter are valid and in full force, are held of record in the name of the applicable Company free and clear of all liens, claims or encumbrances (including claims of joint authors or inventors)Seller, and are not the subject of any cancellation or reexamination proceeding or any other proceeding challenging their extent or validity. The applicable Company or Subsidiary Except as set forth in Schedule 2.13(e), Seller is the applicant of record in all patent applications, and applications for trademark, service xxxxmark, trade dress, industrial design, copyright, mask work and domain name domaxx xame registration indicated in Section 3.23(a) of the Disclosure Letter as owned by the applicable Company or SubsidiarySchedule 2.13(a), and no opposition, extension of time to oppose, interference, rejection, or refusal to register has been received in connection with any such application.
(f) The Companies Seller has taken reasonable and their Subsidiaries have taken commercially reasonable customary steps to preserve and protect the confidentiality of the its confidential or proprietary information, trade secretsincluding, without limitation, obtaining customary written non-disclosure agreements from employees, consultants and know-how other third parties at or prior to the time of the Company and its Subsidiaries. There has been no unauthorized release, publication, disclosure or other dissemination by Seller of the material trade secrets, know-how or other any such confidential or proprietary information of the Companies or their Subsidiariesinformation.
(g) No Intellectual Property owned by Schedule 2.13(g) contains a Company complete and accurate list of all material Purchased IP. Except as set forth on Schedule 2.13(g), Seller owns all right, title and interest in and to the material Purchased IP, free and clear of all Liens and other encumbrances, including claims or a Subsidiary was developedrights of joint owners and employees, agents, consultants or other parties involved in whole the development, creation, marketing, maintenance or in part enhancement of such computer software. To Seller's knowledge, the Purchased IP consists entirely of material: (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.
(h) No Intellectual Property owned or purported to be owned by the Companies (or either of them) or any Subsidiary (a) which was created as a work for hire (as defined under U.S. copyright law) by a person or persons who were at the time of creation the regular, full-time, salaried employees of the applicable Company or Subsidiary Seller, the Intellectual Property all rights in which are now owned by the applicable Company; Seller or (bii) the IP ownership of which was fully and irrevocably assigned and transferred to a Company or a Subsidiary Seller pursuant to a written agreement executed by the inventor(s) or author(sowner thereof. Except as set forth on Schedule 2.13(b), whether no Purchased IP has been licensed, sold, rented or otherwise transferred to any third party.
(h) Schedule 2.13(h) contains a complete and accurate list of all material Licensed IP. Schedule 2.13(h) sets forth a list of all license fees, rents, royalties or other charges that, to Seller's knowledge, Seller is required to or obligated to pay with respect to Licensed IP. Seller, to its knowledge, is in compliance in all material respects with all applicable provisions of such inventor(s) agreements and such agreements are now, and immediately following the Closing shall be, in full force and effect. The transactions contemplated under this Agreement do not and will not trigger any provision under any license or author(s) were employeesagreement related to the Licensed IP to renegotiate or increase the license, contractors support or agents other fees or charges due under such license or agreement. All the licenses relating to Licensed IP constitute Contracts and, pursuant to the assignment of the Companies Contracts to Buyer occurring hereunder, Buyer will succeed to all the rights of Seller to the Licensed IP.
(i) The Purchased IP and the Licensed IP constitute all of the IP used in the Business as presently conducted. To Seller's knowledge, except as set forth on Schedule 2.13(i), all of the Purchased IP and Licensed IP is fully and adequately documented, and Seller has made adequate provision for the maintenance and enhancement of the Purchased IP and the Licensed IP for its continued use in the Business as presently conducted. To Seller's knowledge, except as set forth in Schedule 2.3(i) all of the Purchased IP and Licensed IP performs in material conformance with the applicable specifications and documentation for such Purchased IP and Licensed IP. To Seller's knowledge, the Purchased IP and the Licensed IP do not contain any viruses, "worms," cancelbots, disabling or a Subsidiarymalicious code.
(j) The information technology systems included in the Acquired Assets, including all computer hardware, software, firmware and telecommunications systems used in the Business, perform in material conformance with the applicable specifications or documentation for such systems. Seller has taken commercially reasonable steps to provide for the archival, back-up, recovery and restoration of the critical business data of the Business, to the extent such data is included in the Acquired Assets.
(k) As used herein, "Intellectual Property" or "IP" means, collectively, any and all of the following in any jurisdiction throughout the world: (i) patents, patent applications, patent disclosures and all related continuation, continuation-in-part, divisional, reissue, re-examination, utility, model and design patents, patent applications, patent registrations and applications for patent registrations, (ii) copyrights (including computer software in source code or object code form) and registrations and applications for registration of copyrights, (iii) trade secrets and legal rights therein, (iv) trademarks, service marks, trade dress, logos, slogans, trade names and corporate names (whether or not registered), including all variations, derivations, combinations, registrations and applications for registration or renewals of the foregoing and all goodwill associated therewith, (v) Internet domain names and registrations and applications for registration or renewals thereof, (vi) all other intellectual property and proprietary rights and (vii) all remedies against past, present and future infringement or other violation of any of the foregoing rights and rights of protection of interest therein under the laws of all jurisdictions.
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Samples: Asset Purchase Agreement (Comtech Telecommunications Corp /De/)
Patents and Intellectual Property Rights. (a) Section 3.23(a) of the Disclosure Letter sets forth Schedule 2.24 contains a complete and accurate list of all patents and patent applications, registered industrial design registrations, copyright registrations, trademarks, service marks, trade names, and registrations and applications for registration of trademarks and material unregistered trademarks, registered and material unregistered copyrights (including computer software programs)service marks, trade names, trade dress and domain name registrations owned or held for use by either of the Companies or any of their Subsidiaries names used in the conduct of its business, ATH's and each Subsidiary's business specifying as to each such item, as applicable: (i) the owner of the item, (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 respective issuance, registration, or application number of the item, and (iv) the date of application and issuance or registration of the item.
(b) Except as set forth in Section 3.23(b) Schedule 2.24 contains a complete and accurate list of the Disclosure Letter, there are no all material licenses, sublicenses, consents and other agreements (whether written or otherwise) by which the Companies (or either of them) or any of their Subsidiaries (i) are permitted pertaining to use the Intellectual Property (as defined below) of any third party patents, industrial design rights, trademarks, service marks, trade names, trade dress, copyrights, trade secrets, computer software programs (other than licenses to standard off-the-shelf desktop softwarestandard, commercially available programs), or other intellectual property used in the conduct of ATH's or each Subsidiary's business, and (ii) permit by which ATH and each Subsidiary licenses or otherwise authorizes a third party to use Intellectual Property owned by such intellectual property. None of ATH, the Subsidiaries or licensed to the Companies or any of their Subsidiaries (other than licenses to standard, off-the-shelf desktop software). Neither the Companies nor any of their Subsidiaries, to the knowledge of either of the Companies or the Stockholder, any other party is in material breach of or default under any such license or other agreement and except as set forth in Section 3.23(b) of the Disclosure Letter, each such license or other agreement is now and immediately following the Closing shall will be valid and in full force and effect.
(c) The Companies Except as explicitly indicated in Schedule 2.24, ATH and their Subsidiaries own each Subsidiary owns or are is licensed or otherwise have has the right to use all Intellectual Property patents, industrial design rights, trademarks, service marks, trade names, trade dress, copyrights, inventions, technology, know-how, designs, formulae, trade secrets, confidential and proprietary information, computer software programs (other than standard, commercially available programs), domain names, and other intellectual property used in the conduct operation of their businesses ATH's and each Subsidiary's business as it is currently conducted and as proposed to be conducted.
(d) The operation of ATH's and each Subsidiary's business operations of each does not, to the best knowledge of the Companies Seller and their Subsidiaries as it is currently conducted ATH, infringe on the patents, industrial design rights, trademarks, service marks, trade names, trade dress, copyrights, trade secrets 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 each of the Companies and their Subsidiaries, does not and will not, infringe, dilute, misappropriate or otherwise violate the Intellectual Property other intellectual property rights of any third party, or constitute unfair competition or trade practices under the laws of any jurisdiction, and no claim has been made, notice given, or dispute arisen to that effect. Neither of the Companies ATH nor any of their Subsidiaries Subsidiary has any pending claims that a third party has violated or infringed any Intellectual Property owned of ATH's and any Subsidiary's patents, industrial design rights, trademarks, service marks, trade names, trade dress, copyrights, trade secrets or exclusively licensed to the Companies or their Subsidiaries, and to the knowledge of the Companies, no third party is violating or infringing any Intellectual Property owned or exclusively licensed to the Companies or their Subsidiariesother proprietary rights.
(e) All Except as explicitly indicated in Schedule 2.24, all of the items of Intellectual Property listed patents, industrial design registrations, trademark and service xxxx registrations, copyright registrations and domain name registrations indicated in Section 3.23(a) of the Disclosure Letter Schedule 2.24 are valid and in full force, are held of record in the name of the applicable Company ATH's or a Subsidiary's name, free and clear of all liens, claims or encumbrances (including claims of joint authors or inventors)and other claims, and are not the subject of any cancellation or reexamination proceeding or any other proceeding challenging their extent or validity. The applicable Company Except as explicitly indicated in Schedule 2.24, ATH or a Subsidiary is the applicant of record in all patent applications, and applications for trademark, service xxxx, trade dress, industrial design, copyright, mask work and domain name copyright registration indicated in Section 3.23(a) of the Disclosure Letter as owned by the applicable Company or SubsidiarySchedule 2.24, and no opposition, extension of time to oppose, interference, rejection, or refusal to register has been received in connection with any such application.
(f) The Companies and their Subsidiaries have taken commercially reasonable steps Prior to preserve and protect the confidentiality of the proprietary informationor at Closing, trade secretsall patents, and know-how of the Company and its Subsidiaries. There has been no unauthorized release, publication, disclosure patent applications or other dissemination intellectual property rights used exclusively in the business of ATH and the material trade secrets, know-how or other confidential or proprietary information of Subsidiaries and held by any Related Party shall be transferred to ATH and the Companies or their Subsidiaries.
(g) 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.
(h) No Intellectual Property owned or purported to be owned by the Companies (or either of them) 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 applicable Company or Subsidiary , the Intellectual Property rights in which are now owned by the applicable 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 Companies or a Subsidiary.
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