Common use of Patents and Other Intangible Assets Clause in Contracts

Patents and Other Intangible Assets. (a) Except as set forth on Schedule 4.15, the Company and its Subsidiaries (i) own or have the right to use, free and clear of any lien, pledge, mortgage, security interest, encumbrance or charge of any kind (collectively "Encumbrances"), and any other claim or restriction, all patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of their businesses as now conducted or proposed to be conducted (all of which are set forth on Schedule 4.15), (ii) are not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service xxxx, trade name, internet domain name, copyright or license with respect thereto, and (iii) are not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service xxxx, trade name, internet domain name, copyright or other intangible asset, with respect to the use thereof or in connection with the conduct of their businesses or otherwise. (b) The Company and/or one or more of its Subsidiaries owns and has the unrestricted right to use all material product rights, manufacturing rights, trade secrets, including know-how, negative know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, computer programs and technical data and all information that derives independent economic value, actual or potential, from not being generally known or known by competitors and which the Company and its Subsidiaries have taken reasonable steps to maintain in secret (all of the foregoing of which are collectively referred to herein as "intellectual property") required for or incident to the development, manufacture, operation and sale of all products and services sold or proposed to be sold by the Company or any of its Subsidiaries, free and clear of any right, Encumbrance or claim of others, including without limitation former employers of its employees; provided, however, that the possibility exists that other Persons, completely independently of the Company and its Subsidiaries or their employees or agents, could have developed trade secrets or items of technical information similar or identical to those of the Company and its Subsidiaries. The Company and its Subsidiaries are not aware of any such development of similar or identical trade secrets or technical information by others. (c) Except as specifically disclosed in the SEC Documents, no director, officer, employee, agent or stockholder of the Company or any of its Subsidiaries owns or has any right in the intellectual property of the Company and its Subsidiaries, or any patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses or rights with respect to the foregoing, or any inventions, developments or discoveries used in or necessary for the conduct of the Company's and its Subsidiaries' businesses as now conducted or as proposed to be conducted. (d) Except as set forth on Schedule 4.15, none of the Company or any of its Subsidiaries has received any communication alleging or stating that the Company or any of its Subsidiaries or any employee or agent has violated or infringed, or by conducting business as proposed, would violate or infringe, any patent, trademark, service xxxx, trade name, internet domain name, copyright, trade secret, proprietary right, process or other intellectual property of any other Person.

Patents and Other Intangible Assets. (a) Except as set forth disclosed on Schedule 4.155.17 hereto, the Company and its Subsidiaries (i) own ------------- owns or have has the right to use, free and clear of any lien, pledge, mortgage, security interest, encumbrance or charge of any kind (collectively "Encumbrances"), and any other claim or restriction, use all patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of their businesses its business as now conducted or and proposed to be conducted (all of which are set forth on Schedule 4.15)conducted, (ii) are to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service xxxx, trade name, internet domain name, copyright or license with respect thereto, and (iii) are not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service xxxx, trade name, internet domain name, copyright or other intangible asset, with respect to where such infringement would have a Material Adverse Effect on the use thereof or in connection with the conduct of their businesses or otherwiseCompany. (b) The Company and/or one owns or more of its Subsidiaries owns and has the unrestricted right to use all material product rights, manufacturing rights, trade secrets, including know-how, negative know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer programs software (in both source code and technical data object code forms and all information that derives independent economic valuedocumentation therefor), actual or potential, from not being generally known or known by competitors and which including without limitation the Company and its Subsidiaries have taken reasonable steps to maintain in secret Operational Software (as hereinafter defined) (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the developmentconduct of the Company's business, manufactureas -------- it is presently conducted, operation and sale of all products and services sold or proposed to be sold by the Company or any of its Subsidiaries, in each case free and clear of any right, Encumbrance Lien or claim of others, including without limitation former employers of its employees; provided, however, that except for rights reserved by the possibility exists that other Persons, completely independently licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and its Subsidiaries distribution agreements, and except where such right, lien or their employees or agents, could claim would not have developed trade secrets or items of technical information similar or identical to those of a Material Adverse Effect on the Company and its Subsidiaries. The Company and its Subsidiaries are not aware of any such development of similar or identical trade secrets or technical information by othersCompany. (c) Except as specifically disclosed in the SEC DocumentsSince its organization, no director, officer, employee, agent or stockholder of the Company or any has taken reasonable security measures to protect the secrecy, confidentiality and value of its Subsidiaries owns or has any right in the all intellectual property and all Inventions (as defined below). Without limiting the generality of the Company and its Subsidiaries, or any patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses or rights with respect to the foregoing, or any inventions, developments or discoveries used in or necessary for the conduct of the Company's and its Subsidiaries' businesses as now conducted or as proposed to be conducted. (d) Except except as set forth on Schedule 4.155.17, none each of ------------- the Company's present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or any involve the use of its Subsidiaries has received any communication alleging the Company's time, material, facilities or stating that the Company or any of its Subsidiaries or any employee or agent has violated or infringed, or by conducting business as proposed, would violate or infringe, any patent, trademark, service xxxx, trade name, internet domain name, copyright, trade secret, proprietary right, process or other intellectual property of any other Personsecret information.

Patents and Other Intangible Assets. (a) Except as set forth on Schedule 4.15, the The Company and its Subsidiaries (i) own owns or have has the right to use, free and clear of any lienall Liens, pledge, mortgage, security interest, encumbrance or charge of any kind (collectively "Encumbrances"), claims and any other claim or restrictionrestrictions, all patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of their businesses its business as now conducted or proposed to be conducted (all of which are set forth on Schedule 4.15)conducted, (ii) are is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service xxxx, trade name, internet domain name, copyright or license with respect thereto, and (iii) are except for the obligation to pay $7,000 to Xxxxxxx Xxxxxxxx pursuant to a December 3, 1997 agreement with the Company, is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service xxxx, trade name, internet domain name, copyright or other intangible asset, with respect to the use thereof or in connection with the conduct of their businesses its business or otherwise. (b) The Company and/or one or more of its Subsidiaries owns and has the unrestricted right to use all material product rights, manufacturing rights, trade secrets, including know-how, negative know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer programs software (in both source code and technical data object code forms and all documentation therefor, except for third-party licensed software as shown on Annex 5.29A), including without limitation the Fully Operational Software (as hereinafter defined), and all information that derives independent economic value, actual or potential, from not being generally known or known by competitors and which the Company and its Subsidiaries have has taken reasonable steps to maintain in secret (all of the foregoing of which are collectively referred to herein as "intellectual property") required for or incident to the developmentconduct of the Company's business, manufacture, operation as it is presently conducted and sale of all products and services sold or as it is proposed to be sold by the Company or any of its Subsidiariesconducted, in each case free and clear of any right, Encumbrance Lien or claim of others, including without limitation former employers of its employees; provided, however, that the possibility exists that other Persons, completely independently of the Company and its Subsidiaries or their employees or agents, could have developed trade secrets or items of technical information similar or identical to those of the Company and its Subsidiaries. The Company and its Subsidiaries are not aware of any such development of similar or identical trade secrets or technical information by others. (c) Except Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as specifically disclosed in the SEC Documentsdefined below). Since its organization, no director, officer, employee, agent or stockholder each of the Company Company's employees and other Persons who, either alone or any of its Subsidiaries owns in concert with others, developed, invented, discovered, derived, programmed or has any right in the designed intellectual property or Inventions, or who has knowledge of or access to information about intellectual property or Inventions, has entered into a written agreement with the Company which provides that (i) this intellectual property, other information and Inventions are proprietary to the Company and its Subsidiariesare not to be divulged, misused or misappropriated, and (ii) this intellectual property, other information and Inventions are to be disclosed by such employees and such Persons to the Company and transferred by them to the Company, without any further consideration being given therefor by the Company, together with all of such employee's or other Person's right, title and interest in and to such intellectual property, other information and Inventions and all patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses or and rights with respect to the foregoingsuch intellectual property, or any other information and Inventions. As used herein, "Inventions" means all inventions, developments and discoveries which during the period of an employee's or discoveries used in other Person's service to the Company he or necessary she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the conduct Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or involve the use of the Company's and its Subsidiaries' businesses as now conducted time, material, facilities or as proposed to be conductedtrade secret information. (d) Except as set forth on Schedule 4.15, none of the Company or any of its Subsidiaries has received any communication alleging or stating that the Company or any of its Subsidiaries or any employee or agent has violated or infringed, or by conducting business as proposed, would violate or infringe, any patent, trademark, service xxxx, trade name, internet domain name, copyright, trade secret, proprietary right, process or other intellectual property of any other Person.

Patents and Other Intangible Assets. (a) Except as set forth disclosed on Schedule 4.155.17 hereto, the Company and its Subsidiaries ------------- (i) own owns or have has the right to use, free and clear of any lien, pledge, mortgage, security interest, encumbrance or charge of any kind (collectively "Encumbrances"), and any other claim or restriction, use all patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of their businesses its business as now conducted or and proposed to be conducted (all of which are set forth on Schedule 4.15)conducted, (ii) are to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service xxxx, trade name, internet domain name, copyright or license with respect thereto, and (iii) are not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service xxxx, trade name, internet domain name, copyright or other intangible asset, with respect to where such infringement would have a Material Adverse Effect on the use thereof or in connection with the conduct of their businesses or otherwiseCompany. (b) The Company and/or one owns or more of its Subsidiaries owns and has the unrestricted right to use all material product rights, manufacturing rights, trade secrets, including know-how, negative know-know- how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer programs software (in both source code and technical data object code forms and all information that derives independent economic valuedocumentation therefor), actual or potential, from not being generally known or known by competitors and which including without limitation the Company and its Subsidiaries have taken reasonable steps to maintain in secret Operational Software (as hereinafter defined) (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the developmentconduct of the Company's business, manufactureas -------- it is presently conducted, operation and sale of all products and services sold or proposed to be sold by the Company or any of its Subsidiaries, in each case free and clear of any right, Encumbrance Lien or claim of others, including without limitation former employers of its employees; provided, however, that except for rights reserved by the possibility exists that other Persons, completely independently licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and its Subsidiaries distribution agreements, and except where such right, lien or their employees or agents, could claim would not have developed trade secrets or items of technical information similar or identical to those of a Material Adverse Effect on the Company and its Subsidiaries. The Company and its Subsidiaries are not aware of any such development of similar or identical trade secrets or technical information by othersCompany. (c) Except as specifically disclosed in the SEC DocumentsSince its organization, no director, officer, employee, agent or stockholder of the Company or any has taken reasonable security measures to protect the secrecy, confidentiality and value of its Subsidiaries owns or has any right in the all intellectual property and all Inventions (as defined below). Without limiting the generality of the Company and its Subsidiaries, or any patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses or rights with respect to the foregoing, or any inventions, developments or discoveries used in or necessary for the conduct of the Company's and its Subsidiaries' businesses as now conducted or as proposed to be conducted. (d) Except except as set forth on Schedule 4.155.17, none each of ------------- the Company's present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or any involve the use of its Subsidiaries has received any communication alleging the Company's time, material, facilities or stating that the Company or any of its Subsidiaries or any employee or agent has violated or infringed, or by conducting business as proposed, would violate or infringe, any patent, trademark, service xxxx, trade name, internet domain name, copyright, trade secret, proprietary right, process or other intellectual property of any other Personsecret information.

Patents and Other Intangible Assets. (a) Except as set forth on Schedule 4.15, the Company and its Subsidiaries (i) own or have the right to use, free and clear of any lien, pledge, mortgage, security interest, encumbrance or charge of any kind (collectively collectively, "Encumbrances"), and any other claim or restriction, all patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of their businesses as now conducted or proposed to be conducted (all of which are set forth on Schedule 4.15), (ii) are not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service xxxxmark, trade name, internet domain xxade name, copyright or license with respect thereto, and (iii) are not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service xxxxmark, trade name, internet domain xxade name, copyright or other intangible asset, with respect to the use thereof or in connection with the conduct of their businesses or otherwise, except in each case where it could not reasonably be expected to have a Material Adverse Effect. (b) The Company and/or one or more of its Subsidiaries owns and has the unrestricted right to use all material product rights, manufacturing rights, trade secrets, including know-how, negative know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, computer programs and technical data and all information that derives independent economic value, actual or potential, from not being generally known or known by competitors and which the Company and its Subsidiaries have taken reasonable steps to maintain in secret (all of the foregoing of which are collectively referred to herein as "intellectual property") required for or incident to the development, manufacture, operation and sale of all products and services sold or proposed to be sold by the Company or any of its Subsidiaries, free and clear of any right, Encumbrance or claim of others, including without limitation former employers of its employees; provided, however, that the possibility exists that other Persons, completely independently of the Company and its Subsidiaries or their employees or agents, could have developed trade secrets or items of technical information similar or identical to those of the Company and its Subsidiaries. The Company and its Subsidiaries are not aware of any such development of similar or identical trade secrets or technical information by others. (c) Except as specifically disclosed in the SEC DocumentsSince their organization, no director, officer, employee, agent or stockholder of the Company or any of its Subsidiaries owns or has any right in the intellectual property of the Company and its SubsidiariesSubsidiaries have taken reasonable security measures to protect the secrecy, or any patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses or rights with respect to the foregoing, or any inventions, developments or discoveries used in or necessary for the conduct confidentiality and value of the Company's and its Subsidiaries' businesses as now conducted or as proposed to be conducted. (d) Except as set forth on Schedule 4.15, none of the Company or any of its Subsidiaries has received any communication alleging or stating that the Company or any of its Subsidiaries or any employee or agent has violated or infringed, or by conducting business as proposed, would violate or infringe, any patent, trademark, service xxxx, trade name, internet domain name, copyright, trade secret, proprietary right, process or other intellectual property of any other Person.all

Patents and Other Intangible Assets. (a) Except as set forth disclosed on Schedule 4.155.17 hereto, the Company and its Subsidiaries (i) own owns ------------- or have has the right to use, free and clear of any lien, pledge, mortgage, security interest, encumbrance or charge of any kind (collectively "Encumbrances"), and any other claim or restriction, use all patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of their businesses its business as now conducted or and proposed to be conducted (all of which are set forth on Schedule 4.15)conducted, (ii) are to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service xxxx, trade name, internet domain name, copyright or license with respect thereto, and (iii) are not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service xxxx, trade name, internet domain name, copyright or other intangible asset, with respect to where such infringement would have a Material Adverse Effect on the use thereof or in connection with the conduct of their businesses or otherwiseCompany. (b) The Company and/or one owns or more of its Subsidiaries owns and has the unrestricted right to use all material product rights, manufacturing rights, trade secrets, including know-how, negative know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer programs software (in both source code and technical data object code forms and all information that derives independent economic valuedocumentation therefor), actual or potential, from not being generally known or known by competitors and which including without limitation the Company and its Subsidiaries have taken reasonable steps to maintain in secret Operational Software (as hereinafter defined) (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the developmentconduct of the Company's business, manufactureas it is presently conducted, operation and sale of all products and services sold or proposed to be sold by the Company or any of its Subsidiaries, in each case free and clear of any right, Encumbrance Lien or claim of others, including without limitation former employers of its employees; provided, however, that except for rights reserved by the possibility exists that other Persons, completely independently licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and its Subsidiaries distribution agreements, and except where such right, lien or their employees or agents, could claim would not have developed trade secrets or items of technical information similar or identical to those of a Material Adverse Effect on the Company and its Subsidiaries. The Company and its Subsidiaries are not aware of any such development of similar or identical trade secrets or technical information by othersCompany. (c) Except as specifically disclosed in the SEC DocumentsSince its organization, no director, officer, employee, agent or stockholder of the Company or any has taken reasonable security measures to protect the secrecy, confidentiality and value of its Subsidiaries owns or has any right in the all intellectual property and all Inventions (as defined below). Without limiting the generality of the Company and its Subsidiaries, or any patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses or rights with respect to the foregoing, or any inventions, developments or discoveries used in or necessary for the conduct of the Company's and its Subsidiaries' businesses as now conducted or as proposed to be conducted. (d) Except except as set forth on Schedule 4.155.17, none each of the Company's ------------- present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all inventions, ---------- developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or any involve the use of its Subsidiaries has received any communication alleging the Company's time, material, facilities or stating that the Company or any of its Subsidiaries or any employee or agent has violated or infringed, or by conducting business as proposed, would violate or infringe, any patent, trademark, service xxxx, trade name, internet domain name, copyright, trade secret, proprietary right, process or other intellectual property of any other Personsecret information.

Patents and Other Intangible Assets. (a) Except as set forth disclosed on Schedule 4.155.17 hereto, the Company and its Subsidiaries (i) own owns ------------- or have has the right to use, free and clear of any lien, pledge, mortgage, security interest, encumbrance or charge of any kind (collectively "Encumbrances"), and any other claim or restriction, use all patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of their businesses its business as now conducted or and proposed to be conducted (all of which are set forth on Schedule 4.15)conducted, (ii) are to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service xxxx, trade name, internet domain name, copyright or license with respect thereto, and (iii) are not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service xxxx, trade name, internet domain name, copyright or other intangible asset, with respect to where such infringement would have a Material Adverse Effect on the use thereof or in connection with the conduct of their businesses or otherwiseCompany. (b) The Company and/or one owns or more of its Subsidiaries owns and has the unrestricted right to use all material product rights, manufacturing rights, trade secrets, including know-how, negative know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer programs software (in both source code and technical data object code forms and all information that derives independent economic valuedocumentation therefor), actual or potential, from not being generally known or known by competitors and which including without limitation the Company and its Subsidiaries have taken reasonable steps to maintain in secret Operational Software (as hereinafter defined) (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the developmentconduct of the Company's business, manufactureas -------- it is presently conducted, operation and sale of all products and services sold or proposed to be sold by the Company or any of its Subsidiaries, in each case free and clear of any right, Encumbrance Lien or claim of others, including without limitation former employers of its employees; provided, however, that except for rights reserved by the possibility exists that other Persons, completely independently licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and its Subsidiaries distribution agreements, and except where such right, lien or their employees or agents, could claim would not have developed trade secrets or items of technical information similar or identical to those of a Material Adverse Effect on the Company and its Subsidiaries. The Company and its Subsidiaries are not aware of any such development of similar or identical trade secrets or technical information by othersCompany. (c) Except as specifically disclosed in the SEC DocumentsSince its organization, no director, officer, employee, agent or stockholder of the Company or any has taken reasonable security measures to protect the secrecy, confidentiality and value of its Subsidiaries owns or has any right in the all intellectual property and all Inventions (as defined below). Without limiting the generality of the Company and its Subsidiaries, or any patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses or rights with respect to the foregoing, or any inventions, developments or discoveries used in or necessary for the conduct of the Company's and its Subsidiaries' businesses as now conducted or as proposed to be conducted. (d) Except except as set forth on Schedule 4.155.17, none each of the Company's ------------- present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all inventions, ---------- developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or any involve the use of its Subsidiaries has received any communication alleging the Company's time, material, facilities or stating that the Company or any of its Subsidiaries or any employee or agent has violated or infringed, or by conducting business as proposed, would violate or infringe, any patent, trademark, service xxxx, trade name, internet domain name, copyright, trade secret, proprietary right, process or other intellectual property of any other Personsecret information.

Patents and Other Intangible Assets. (a) Except as set forth disclosed on Schedule 4.155.17 hereto, the Company and its Subsidiaries ------------- (i) own owns or have has the right to use, free and clear of any lien, pledge, mortgage, security interest, encumbrance or charge of any kind (collectively "Encumbrances"), and any other claim or restriction, use all patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of their businesses its business as now conducted or and proposed to be conducted (all of which are set forth on Schedule 4.15)conducted, (ii) are to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service xxxxmark, trade name, internet domain name, copyright or license with respect thereto, and (iii) are not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service xxxx, trade name, internet domain name, copyright or other intangible asset, with respect to where such infringement would have a Material Adverse Effect on the use thereof or in connection with the conduct of their businesses or otherwiseCompany. (b) The Company and/or one owns or more of its Subsidiaries owns and has the unrestricted right to use all material product rights, manufacturing rights, trade secrets, including know-how, negative know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer programs software (in both source code and technical data object code forms and all information that derives independent economic valuedocumentation therefor), actual or potential, from not being generally known or known by competitors and which including without limitation the Company and its Subsidiaries have taken reasonable steps to maintain in secret Operational Software (as hereinafter defined) (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the developmentconduct of the Company's business, manufactureas -------- it is presently conducted, operation and sale of all products and services sold or proposed to be sold by the Company or any of its Subsidiaries, in each case free and clear of any right, Encumbrance Lien or claim of others, including without limitation former employers of its employees; provided, however, that except for rights reserved by the possibility exists that other Persons, completely independently licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and its Subsidiaries distribution agreements, and except where such right, lien or their employees or agents, could claim would not have developed trade secrets or items of technical information similar or identical to those of a Material Adverse Effect on the Company and its Subsidiaries. The Company and its Subsidiaries are not aware of any such development of similar or identical trade secrets or technical information by othersCompany. (c) Except as specifically disclosed in the SEC DocumentsSince its organization, no director, officer, employee, agent or stockholder of the Company or any has taken reasonable security measures to protect the secrecy, confidentiality and value of its Subsidiaries owns or has any right in the all intellectual property and all Inventions (as defined below). Without limiting the generality of the Company and its Subsidiaries, or any patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses or rights with respect to the foregoing, or any inventions, developments or discoveries used in or necessary for the conduct of the Company's and its Subsidiaries' businesses as now conducted or as proposed to be conducted. (d) Except except as set forth on Schedule 4.155.17, none each of ------------- the Company's present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or any involve the use of its Subsidiaries has received any communication alleging the Company's time, material, facilities or stating that the Company or any of its Subsidiaries or any employee or agent has violated or infringed, or by conducting business as proposed, would violate or infringe, any patent, trademark, service xxxx, trade name, internet domain name, copyright, trade secret, proprietary right, process or other intellectual property of any other Personsecret information.

Patents and Other Intangible Assets. (a) Except as set forth on Schedule 4.15, the The Company and its Subsidiaries (i) own owns or have has the right to use, free and clear of any lienall Liens, pledge, mortgage, security interest, encumbrance or charge of any kind (collectively "Encumbrances"), claims and any other claim or restrictionrestrictions, all patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of their businesses its business as now conducted or proposed to be conducted (all of which are set forth on Schedule 4.15)conducted, (ii) are is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service xxxx, trade name, internet domain name, copyright or license with respect thereto, and (iii) are is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service xxxx, trade name, internet domain name, copyright or other intangible asset, with respect to the use thereof or in connection with the conduct of their businesses its business or otherwise. (b) The Company and/or one or more of its Subsidiaries owns and has the unrestricted right to use all material product rights, manufacturing rights, trade secrets, including know-how, negative know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer programs software (in both source code and technical data object code forms and all documentation therefor, except for third-party licensed software as shown on Annex 5.29A), including without limitation the Fully Operational Software (as defined in Section 11), and all information that derives independent economic value, actual or potential, from not being generally known or known by competitors and which the Company and its Subsidiaries have has taken reasonable steps to maintain in secret (all of the foregoing of which are collectively referred to herein as "intellectual property") required for or incident to the developmentconduct of the Company's business, manufacture, operation as it is presently conducted and sale of all products and services sold or as it is proposed to be sold by the Company or any of its Subsidiariesconducted, in each case free and clear of any right, Encumbrance Lien or claim of others, including without limitation former employers of its employees; provided, however, that the possibility exists that other Persons, completely independently of the Company and its Subsidiaries or their employees or agents, could have developed trade secrets or items of technical information similar or identical to those of the Company and its Subsidiaries. The Company and its Subsidiaries are not aware of any such development of similar or identical trade secrets or technical information by others. (c) Except Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as specifically disclosed in the SEC Documentsdefined below). Since its organization, no director, officer, employee, agent or stockholder each of the Company Company's employees and other Persons who, either alone or any of its Subsidiaries owns in concert with others, developed, invented, discovered, derived, programmed or has any right in the designed intellectual property or Inventions, or who has knowledge of or access to information about intellectual property or Inventions, has entered into a written agreement with the Company which provides that (i) this intellectual property, other information and Inventions are proprietary to the Company and its Subsidiariesare not to be divulged, misused or misappropriated, and (ii) this intellectual property, other information and Inventions are to be disclosed by such employees and such Persons to the Company and transferred by them to the Company, without any further consideration being given therefor by the Company, together with all of such employee's or other Person's right, title and interest in and to such intellectual property, other information and Inventions and all patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses or and rights with respect to such intellectual property, other information and Inventions. Except as disclosed on Annex 5.18 hereto, no employee or officer of the foregoingCompany has excluded works or inventions made prior to his or her employment with the Company from such written agreement. As used herein, or any "Inventions" means all inventions, developments and discoveries which during the period of an employee's or discoveries used in other Person's service to the Company he or necessary she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the conduct Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or involve the use of the Company's and its Subsidiaries' businesses as now conducted time, material, facilities or as proposed to be conductedtrade secret information. (d) Except as set forth on Schedule 4.15, none of the Company or any of its Subsidiaries has received any communication alleging or stating that the Company or any of its Subsidiaries or any employee or agent has violated or infringed, or by conducting business as proposed, would violate or infringe, any patent, trademark, service xxxx, trade name, internet domain name, copyright, trade secret, proprietary right, process or other intellectual property of any other Person.

Patents and Other Intangible Assets. (a) Except as set forth disclosed on Schedule 4.155.17 hereto, the Company and its Subsidiaries ------------- (i) own owns or have has the right to use, free and clear of any lien, pledge, mortgage, security interest, encumbrance or charge of any kind (collectively "Encumbrances"), and any other claim or restriction, use all patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of their businesses its business as now conducted or and proposed to be conducted (all of which are set forth on Schedule 4.15)conducted, (ii) are to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service xxxx, trade name, internet domain name, copyright or license with respect thereto, and (iii) are not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service xxxx, trade name, internet domain name, copyright or other intangible asset, with respect to where such infringement would have a Material Adverse Effect on the use thereof or in connection with the conduct of their businesses or otherwiseCompany. (b) The Company and/or one owns or more of its Subsidiaries owns and has the unrestricted right to use all material product rights, manufacturing rights, trade secrets, including know-how, negative know-know- how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer programs software (in both source code and technical data object code forms and all information that derives independent economic valuedocumentation therefor), actual or potential, from not being generally known or known by competitors and which including without limitation the Company and its Subsidiaries have taken reasonable steps to maintain in secret Operational Software (as hereinafter defined) (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the developmentconduct of the Company's business, manufactureas --------- it is presently conducted, operation and sale of all products and services sold or proposed to be sold by the Company or any of its Subsidiaries, in each case free and clear of any right, Encumbrance Lien or claim of others, including without limitation former employers of its employees; provided, however, that except for rights reserved by the possibility exists that other Persons, completely independently licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and its Subsidiaries distribution agreements, and except where such right, lien or their employees or agents, could claim would not have developed trade secrets or items of technical information similar or identical to those of a Material Adverse Effect on the Company and its Subsidiaries. The Company and its Subsidiaries are not aware of any such development of similar or identical trade secrets or technical information by othersCompany. (c) Except as specifically disclosed in the SEC DocumentsSince its organization, no director, officer, employee, agent or stockholder of the Company or any has taken reasonable security measures to protect the secrecy, confidentiality and value of its Subsidiaries owns or has any right in the all intellectual property and all Inventions (as defined below). Without limiting the generality of the Company and its Subsidiaries, or any patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses or rights with respect to the foregoing, or any inventions, developments or discoveries used in or necessary for the conduct of the Company's and its Subsidiaries' businesses as now conducted or as proposed to be conducted. (d) Except except as set forth on Schedule 4.155.17, none each of ------------- the Company's employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or any involve the use of its Subsidiaries has received any communication alleging the Company's time, material, facilities or stating that the Company or any of its Subsidiaries or any employee or agent has violated or infringed, or by conducting business as proposed, would violate or infringe, any patent, trademark, service xxxx, trade name, internet domain name, copyright, trade secret, proprietary right, process or other intellectual property of any other Personsecret information.

Patents and Other Intangible Assets. (a) Except as set forth on Schedule 4.15, the The Company and its Subsidiaries (i) own owns or have has the right to use, free and clear of any lienall Liens, pledge, mortgage, security interest, encumbrance or charge of any kind (collectively "Encumbrances"), claims and any other claim or restrictionrestrictions, all patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of their businesses its business as now conducted or proposed to be conducted (all of which are set forth on Schedule 4.15)conducted, (ii) are is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service xxxxmark, trade name, internet domain name, copyright or license with respect thereto, and (iiiiix) are xs not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service xxxxmark, trade name, internet domain name, copyright or other intangible asset, with respect to the xx xhe use thereof or in connection with the conduct of their businesses its business or otherwise. (b) The Company and/or one or more of its Subsidiaries owns and has the unrestricted right to use all material product rights, manufacturing rights, trade secrets, including know-how, negative know-how, formulas, patterns, compilations, programs, devices, devices methods, techniques, processes, inventions, designs, technical data, computer programs software (in both source code and technical data object code forms and all documentation therefor, except for third-party licenses software as shown as Annex 3.27A), including, without limitation, the Fully Operational Software (as hereinafter defined), and all information that derives independent economic value, actual or potential, from not being generally known or known by competitors and which the Company and its Subsidiaries have has taken reasonable steps to maintain in secret (all of the foregoing of which are collectively referred to herein as "intellectual property") required for or incident to the developmentconduct of the Company's business, manufacture, operation as it is presently conducted and sale of all products and services sold or as it is proposed to be sold by the Company or any of its Subsidiariesconducted, in each case free and clear of any right, Encumbrance Lien or claim of others, including including, without limitation limitation, former employers of its employees; provided, however, that the possibility exists that other Persons, completely independently of the Company and its Subsidiaries or their employees or agents, could have developed trade secrets or items of technical information similar or identical to those of the Company and its Subsidiaries. The Company and its Subsidiaries are not aware of any such development of similar or identical trade secrets or technical information by others. (c) Except Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as specifically disclosed in the SEC Documentsdefined below). Since its organization, no director, officer, employee, agent or stockholder each of the Company Company's employees and other Persons wo, either alone or any of its Subsidiaries owns in concert with others, developed, invented, discovered, derived, programmed or has any right in the designed intellectual property or Inventions, or who has knowledge of or access to information about intellectual property or Inventions, has entered into a written agreement with the Company which provides that (i) this intellectual property, other information and Inventions are proprietary to the Company and its Subsidiariesare not to be divulged, misused or misappropriated, and (ii) tis intellectual property, other information and Inventions are to be disclosed by such employees and such Persons to the Company and transferred by them to the Company, without any further consideration being given therefor by the Company, together with all of such employee's or other Person's right, title and interest in and to such intellectual property, other information and Inventions and all patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses or and rights with respect to the foregoingsuch intellectual property, or any other information and Inventions. As used herein, "Inventions" means all inventions, developments and discoveries which during the period of an employee's or discoveries used in other Person's service to the Company he or necessary she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the conduct Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company's and its Subsidiaries' businesses as now conducted or as proposed to be conducted. (d) Except as set forth on Schedule 4.15, none of the Company or any of its Subsidiaries has received any communication alleging or stating that the Company or any of its Subsidiaries or any employee or agent has violated or infringed, or by conducting business as proposed, would violate relate to the actual or infringe, any patent, trademark, service xxxx, demonstrably anticipated research or facilities or trade name, internet domain name, copyright, trade secret, proprietary right, process or other intellectual property of any other Personsecret information.