Common use of Patents and Other Intangible Assets Clause in Contracts

Patents and Other Intangible Assets. The Company owns, or is licensed or otherwise possesses sufficient legal rights to use, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses and other proprietary rights and processes (the "Intellectual Property Rights") that are material to the business of the Company as it is currently conducted. The Company has not received any communication alleging that it has violated, or that by conducting its business as currently conducted would violate, any of the Intellectual Property Rights of any other person or entity. No claims with respect to the Company's Intellectual Property Rights have been asserted or are, to the best of the Company's knowledge, threatened by any person or entity (i) challenging in any way the use by the Company of any of the Company's Intellectual Property Rights, (ii) challenging in any way the ownership by the Company of the Company's Intellectual Property Rights or (iii) claiming any infringement of the Intellectual Property Rights of any other person or entity. There are no outstanding options, licenses or agreements of any kind relating to the Company's Intellectual Property Rights, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property Rights of any other person or entity, other than such licenses or agreements arising from the purchase of "off-the-shelf" products. To the best of the Company's knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of the Agreements, nor, to the best of the Company's knowledge, the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed will (with or without the giving of notice or the passage of time or both) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company.

Patents and Other Intangible Assets. The To the Company's knowledge, ----------------------------------- the Company owns, or is licensed or otherwise possesses has sufficient legal rights to use, title and ownership of all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses and other information, proprietary rights and processes (the "Intellectual Property Rights") that are material to the business of the Company as it is currently conducted. The Company has not received any communication alleging that it has violated, or that by conducting necessary for its business as currently now conducted would violate, and as proposed to be conducted without any conflict with or infringement of the Intellectual Property Rights rights of any other person or entityothers. No claims with respect to the Company's Intellectual Property Rights have been asserted or are, to the best of To the Company's knowledge, threatened by no third party has any person ownership right, title, interest, claim in or entity (i) challenging in any way the use by the Company of lien on any of the Company's Intellectual Property Rightspatents, (ii) challenging in any way the ownership by trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes, and the Company of has taken, and in the Company's Intellectual Property Rights future the Company will use commercially reasonable efforts to take, all steps reasonably necessary to preserve its legal rights in, and the secrecy of, all its patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes, except for those for which disclosure is required for legitimate business or (iii) claiming any infringement of the Intellectual Property Rights of any other person or entitylegal reasons. There are no outstanding options, licenses licenses, or agreements of any kind relating to the Company's Intellectual Property Rightsforegoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property Rights patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company is not obligated to pay any royalties or other payments to third parties with respect to the marketing, sale, distribution, manufacture, license or use of any patent, trademark, service xxxx, trade name, copyright, trade secret, information, proprietary right or process or any other than such licenses property or agreements arising from the purchase of "off-the-shelf" productsrights. To the best of the Company's knowledge, none the Company has not violated or infringed, and isn't currently violating or infringing, any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights or processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees or consultants is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with their the use of his or her best efforts to carry out his or her duties for the Company or to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement, the AgreementsRights Agreement or the Co-Sale Agreement, nor, to the best of the Company's knowledge, nor the carrying on of the Company's business by the employees or consultants of the Company, nor the conduct of the Company's business as presently proposed will (with or without proposed, will, to the giving of notice or the passage of time or both) Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any employee of such employees or consultants is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company. To the Company's knowledge, at no time during the conception or reduction of any of the Company's patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights or process to practice was any developer, inventor or other contributor to such patents operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the Company's rights in such patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes.

Patents and Other Intangible Assets. The Company owns, or is licensed or otherwise possesses has sufficient legal rights to use, title ----------------------------------- and ownership of all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses and other information, proprietary rights and processes (the "Intellectual Property Rights") that are material to the business of the Company as it is currently conducted. The Company has not received any communication alleging that it has violated, or that by conducting necessary for its business as currently now conducted would violate, and as proposed to be conducted without any of the Intellectual Property Rights of any other person known conflict with or entity. No claims with respect to the Company's Intellectual Property Rights have been asserted or are, to the best of the Company's knowledge, threatened by any person or entity (i) challenging in any way the use by the Company of any of the Company's Intellectual Property Rights, (ii) challenging in any way the ownership by the Company of the Company's Intellectual Property Rights or (iii) claiming any infringement of the Intellectual Property Rights rights of any other person or entityothers. There are no outstanding options, licenses licenses, or agreements of any kind relating to the Company's Intellectual Property Rightsforegoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property Rights patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or, other than such licenses or agreements arising from the purchase of "off-the-shelf" products. To the best by conducting its business as proposed, would violate any of the Company's knowledgepatents, none trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor the delivery of this Agreement, the AgreementsRights Agreement, northe Co-Sale Agreement or the Voting Agreement, to the best of the Company's knowledge, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed will (with or without proposed, will, to the giving of notice or the passage of time or both) Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Other Intangible Assets. The Company owns, owns or is licensed or otherwise possesses sufficient legal rights to use, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses licenses, information and other proprietary rights and processes (the "Intellectual Property Rights") that are material to the business of the Company as it is currently conducted. The Company has not received any communication alleging that it has violated, or that by conducting necessary for its business as currently now conducted would violate, any of the Intellectual Property Rights of any other person or entity. No claims with respect to the Company's Intellectual Property Rights have been asserted or are, and to the best of the Company's knowledge, threatened by as proposed to be conducted without any person conflict with, or entity (i) challenging in infringement with the rights of, others. The Company has not received any way the use by communications alleging that the Company of has violated or, by conducting its business as proposed, would violate any of the Company's Intellectual Property Rightspatents, (ii) challenging in any way the ownership by the Company of the Company's Intellectual Property Rights trademarks, service marks, trade names, copyrights, trade secrets or (iii) claiming any infringement of the Intellectual Property Rights other proprietary rights or processes of any other person or entity. There are no outstanding optionsFurthermore, licenses the Company is not obligated to pay any royalty or agreements fee to any third party on account of any kind relating to the Company's Intellectual Property Rightsownership of such patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and proprietary rights, nor is the Company bound by obligated to pay any future royalty or a party fee to any options, licenses or agreements of any kind with respect to the Intellectual Property Rights of any other person or entity, other than such licenses or agreements arising from the purchase of "off-the-shelf" products. To the best of the Company's knowledge, none employees or consultants on account of any such intellectual property rights of such employee or consultant that have not been assigned to the Company. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or of order of any court or administrative agency, that would interfere with their duties the use of such employees' best efforts to promote the interest of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of the Agreementsthis Agreement, nor, to the best of the Company's knowledge, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed will (with or without proposed, will, to the giving best of notice or the passage of time or both) Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated. The Company does not believe it is or will be necessary to utilize use any inventions, trade secrets or proprietary information inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company.

Patents and Other Intangible Assets. (a) The Company owns, or is licensed or otherwise possesses sufficient legal rights has the legally enforceable right to use, all patentscopyrights, trademarks, service marks, trade domain names, copyrightsmaskworks, applications for the issuance or registration of any of the foregoing, trade secrets, licenses confidential or proprietary know-how, data and information, ideas, inventions, designs, developments, algorithms, processes, schematics, techniques, computer programs, applications and other proprietary rights software, works of authorship, creative effort and, to the Company’s knowledge after such investigation as the Company deemed reasonable, patents, patent applications, trademarks (including service marks and processes design marks) and applications therefor, tradenames (all of the "foregoing generically, “Intellectual Property Rights"”) that are material to utilized in, or necessary for, its business as now conducted (collectively, the business “Company Intellectual Property”) without infringing upon the right of any person, corporation or other entity. (b) To the Company’s knowledge, the Company as it is currently conductedhas not infringed or misappropriated any Intellectual Property Right of any other person, corporation or other entity. The Company has not received any communication or otherwise received any information alleging that it has violatedany such conduct by the Company or asserting a claim by any third party to the ownership of, or that by conducting its business as currently conducted would violateright to use, any of the Company Intellectual Property Rights Property, and the Company does not know of any other person basis for any such claim. The Company is not aware of any action, suit, proceeding or entity. No claims with respect investigation pending or currently threatened against the Company (or any third party owner or licensor of rights to the Company's Intellectual Property Rights have been asserted or are, to the best of the Company's knowledge, threatened by any person or entity (i) challenging in any way the use by the Company of any of the Company Intellectual Property) which would have a material impact on the Company's Intellectual Property Rights’s ownership of or exclusive or co-exclusive rights to use, (ii) challenging in any way the ownership by the Company of the Company's Intellectual Property Rights or Property. (iiic) claiming The Company is not aware that any infringement of the Intellectual Property Rights of any other person or entity. There are no outstanding options, licenses or agreements of any kind relating to the Company's Intellectual Property Rights, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property Rights of any other person or entity, other than such licenses or agreements arising from the purchase of "off-the-shelf" products. To the best of the Company's knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with his or her ability to fully and freely perform their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted’s business. Neither To the Company’s knowledge, neither the filing of the Restated Certificate nor the execution nor and delivery of this Agreement or the AgreementsInvestor Rights Agreement, nor, to the best of the Company's knowledge, nor the carrying on of the Company's ’s business by the employees of the Company, nor the conduct of the Company's business as presently proposed will (with or without the giving of notice or the passage of time or both) conflict with or result in a material breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract, covenant or instrument agreement under which any such employee is now obligated. The Company does not believe it is utilize, and will not be required to utilize, any invention, development or will be necessary to utilize any inventions, trade secrets or proprietary information work of authorship of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company. (d) Except as described in Section 2.10(d) of the Disclosure Material, the Company (i) is not obligated, or under any liability whatsoever to make any payments by way of royalties, fees or otherwise, to any owner or licensor of, or other claimant to, any Company Intellectual Property, and (ii) is not a party to any agreement concerning the Company Intellectual Property or any other Intellectual Property Right used or to be used by the Company in its business as conducted. No founder, director, officer or employee of the Company, or, to the Company’s knowledge, no stockholder of the Company has any interest in the Company Intellectual Property. (e) Except with respect to any rights granted under the agreements described in Section 2.10(e) of the Disclosure Material, the Company owns exclusively all rights arising from or associated with the research and development efforts of the Company and its founders, employees and independent contractors relating to the Company’s business as now conducted, and all such rights form part of the Company Intellectual Property. The Company has secured valid written assignments from all employees and independent contractors who contributed to the creation or development of any of the Company Intellectual Property of the rights to such contributions that the Company does not already own by operation of law. The Company has not received notice of any claim being asserted by any current or former employee, independent contractor or other third party to the ownership, of or right to use, any of the Company Intellectual Property, or challenging or questioning the validity of any of the Company Intellectual Property, and the Company is not aware of any basis for any such claim. (f) The Company has taken reasonable steps to protect and preserve the confidentiality of all material trade secrets included in Company Intellectual Property not otherwise protected by patents or copyright (“Confidential Information”). All disclosure of Confidential Information to a third party has been pursuant to the terms of a written confidentiality or non-disclosure agreement between the Company and such third party. (g) The Company hereby represents and warrants that the data, written and oral reports and other representations and information that the Company provided to its investors (or their counsel) pertaining to the Company Intellectual Property, when taken as a whole, were truthful and, to the Company’s knowledge, accurate in all material respects, and there was no omission therefrom which made such information misleading, or incomplete in any material way.

Patents and Other Intangible Assets. The As of the Closing, to the ----------------------------------- Company's knowledge, the Company owns, or is licensed or otherwise possesses has sufficient legal rights to use, title and ownership of all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses and other information, proprietary rights and processes (the "Intellectual Property Rights") that are material to the business of the Company as it is currently conducted. The Company has not received any communication alleging that it has violated, or that by conducting necessary for its business as currently now conducted would violate, and as proposed to be conducted without any of the Intellectual Property Rights of any other person conflict with or entity. No claims with respect to the Company's Intellectual Property Rights have been asserted or are, to the best of the Company's knowledge, threatened by any person or entity (i) challenging in any way the use by the Company of any of the Company's Intellectual Property Rights, (ii) challenging in any way the ownership by the Company of the Company's Intellectual Property Rights or (iii) claiming any infringement of the Intellectual Property Rights rights of any other person or entityothers. There are no outstanding options, licenses licenses, or agreements of any kind relating to the Company's Intellectual Property Rightsforegoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property Rights patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or, other than such licenses or agreements arising from the purchase of "off-the-shelf" products. To the best by conducting its business as proposed, would violate any of the Company's knowledgepatents, none trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement, the AgreementsRights Agreement, northe Co-Sale Agreement or the Voting Agreement, to the best of the Company's knowledge, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed will (with or without proposed, will, to the giving of notice or the passage of time or both) Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Other Intangible Assets. (i) The Company owns, owns or is licensed or otherwise possesses sufficient legal rights has the right to use, all patents, trademarks, service marks, trade names, copyrightscopyrights (and licenses with respect to the foregoing) used in the conduct of its business. There are no pending or, to the Company's knowledge, threatened claims against the Company alleging that the conduct of the Company's business infringes upon otherwise conflicts with the right or claimed right of any person under or with respect to any of the foregoing. The Company is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of or other claimant to any patent, trademark, trade name, copyright or other intangible asset, with respect to the use thereof in connection with the conduct of its business or otherwise, except with respect to licenses entered into by the Company in the ordinary course of business. Except in the ordinary course of business, including as part of the standard subscription agreement for its viaLink service, the Company has not granted any licenses or manufacturing rights with respect to its business as now conducted or as now proposed to conducted. (ii) The Company owns or has the right to use all trade secrets, licenses including know-how, inventions, designs, processes and other proprietary technical data required for the development, operation and sale of all products and services sold and now proposed to be sold by the Company, free and clear of any rights and processes of others. (the "Intellectual Property Rights"iii) that are material to the business of the Company as it is currently conducted. The Company has not received any communication alleging that it the Company has violatedviolated or, or that by conducting its business as currently conducted now proposed, would violate, violate or infringe in any way any of the Intellectual Property Rights patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights or processes of any other person or entity. No claims with respect to the Company's Intellectual Property Rights have been asserted or are, to the best of the Company's knowledge, threatened by any person or entity (i) challenging in any way the use by the Company of any of the Company's Intellectual Property Rights, (ii) challenging in any way the ownership by the Company of the Company's Intellectual Property Rights or (iii) claiming any infringement of the Intellectual Property Rights of any other person or entity. There are no outstanding options, licenses or agreements of any kind relating to the Company's Intellectual Property Rights, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property Rights of any other person or entity, other than such licenses or agreements arising from the purchase of "off-the-shelf" products. To the best of the Company's knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of the Agreements, nor, to the best of the Company's knowledge, the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed will (with or without the giving of notice or the passage of time or both) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company.

Patents and Other Intangible Assets. The Company owns, owns or is licensed or otherwise possesses sufficient legal rights to use, use all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses licenses, information and other proprietary rights and processes (necessary for its business as now conducted and as proposed to be conducted without any conflict with, or infringement with the "Intellectual Property Rights") that are material to the business of the Company as it is currently conductedrights of, others. The Company has not received any communication written communications alleging that it the Company has violatedviolated or, or that by conducting its business as currently conducted proposed, would violate, violate any of the Intellectual Property Rights of any patents, trademarks, service marks, trade names, copyrights, trade secrets or other person proprietary rights or entity. No claims with respect to the Company's Intellectual Property Rights have been asserted or are, to the best of the Company's knowledge, threatened by any person or entity (i) challenging in any way the use by the Company of any of the Company's Intellectual Property Rights, (ii) challenging in any way the ownership by the Company of the Company's Intellectual Property Rights or (iii) claiming any infringement of the Intellectual Property Rights of any other person or entity. There are no outstanding options, licenses or agreements of any kind relating to the Company's Intellectual Property Rights, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property Rights processes of any other person or entity, other than such licenses or agreements arising from nor is the purchase of "off-the-shelf" productsCompany aware that there is any basis for the foregoing. To the best of the Company's knowledge, none The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or of order of any court or administrative agency, that would interfere with their duties the use of such employees' best efforts to promote the interest of the Company or that would conflict with the Company's business as presently conducted or as proposed to be conducted. Neither the execution nor or delivery of the Agreementsthis Agreement, nor, to the best of the Company's knowledge, nor the carrying on of the Company's business by the employees of the CompanyCompany as currently conducted, nor the conduct of the Company's business as presently conducted or as proposed will (with or without to be conducted, will, to the giving best of notice or the passage of time or both) Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated. The Company does not believe it is or will be necessary to utilize use any inventions, trade secrets or proprietary information inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company.

Patents and Other Intangible Assets. All the patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes owned by the Company are listed on Exhibit B attached hereto. The Company owns, or is licensed or otherwise possesses has sufficient legal rights to use, title and ownership of all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses and other information, proprietary rights and processes (the "Intellectual Property Rights") that are material to the business of the Company as it is currently conducted. The Company has not received any communication alleging that it has violated, or that by conducting necessary for its business as currently now conducted would violate, and as proposed to be conducted without any of the Intellectual Property Rights of any other person conflict with or entity. No claims with respect to the Company's Intellectual Property Rights have been asserted or are, to the best of the Company's knowledge, threatened by any person or entity (i) challenging in any way the use by the Company of any of the Company's Intellectual Property Rights, (ii) challenging in any way the ownership by the Company of the Company's Intellectual Property Rights or (iii) claiming any infringement of the Intellectual Property Rights rights of any other person or entityothers. There are no outstanding options, licenses or agreements of any kind relating to the Company's Intellectual Property Rightsforegoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property Rights patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated, other than such licenses or agreements arising from the purchase of "off-the-shelf" products. To by conducting its business as proposed would violate, and, to the best of the Company's its knowledge, none the Company is not violating, any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees or consultants is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order (except as imposed by laws of general application) of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the Company interests of the Company, or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of the Agreements, nor, to the best of the Company's knowledge, nor the carrying on of the Company's business by the employees or consultants of the Company, nor the conduct of the Company's business as presently proposed will (with or without proposed, will, to the giving of notice or the passage of time or both) Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any employee of such employees or consultants is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company.

Patents and Other Intangible Assets. The To the Company's knowledge, ----------------------------------- the Company owns, or is licensed or otherwise possesses has sufficient legal rights to use, title and ownership of all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses and other information, proprietary rights and processes (the "Intellectual Property Rights") that are material to the business of the Company as it is currently conducted. The Company has not received any communication alleging that it has violated, or that by conducting necessary for its business as currently now conducted would violate, and as proposed to be conducted without any conflict with or infringement of the Intellectual Property Rights rights of any other person or entityothers. No claims with respect to the Company's Intellectual Property Rights have been asserted or are, to the best of To the Company's knowledge, threatened by no third party has any person ownership right, title, interest, claim in or entity (i) challenging in any way the use by the Company of lien on any of the Company's Intellectual Property Rightspatents, (ii) challenging in any way the ownership by trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes, and the Company of has taken, and in the Company's Intellectual Property Rights future the Company will use commercially reasonable efforts to take, all steps reasonably necessary to preserve its legal rights in, and the secrecy of, all its patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes, except for those for which disclosure is required for legitimate business or (iii) claiming any infringement of the Intellectual Property Rights of any other person or entitylegal reasons. There are no outstanding options, licenses licenses, or agreements of any kind relating to the Company's Intellectual Property Rightsforegoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property Rights patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company is not obligated to pay any royalties or other payments to third parties with respect to the marketing, sale, distribution, manufacture, license or use of any patent, trademark, service mark, trade name, copyright, trade secret, information, proprietary right or process or any other than such licenses property or agreements arising from the purchase of "off-the-shelf" productsrights. To the best of the Company's knowledge, none the Company has not violated or infringed, and isn't currently violating or infringing, any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights or processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees or consultants is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with their the use of his or her best efforts to carry out his or her duties for the Company or to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement, the AgreementsRights Agreement or the Co-Sale Agreement, nor, to the best of the Company's knowledge, nor the carrying on of the Company's business by the employees or consultants of the Company, nor the conduct of the Company's business as presently proposed will (with or without proposed, will, to the giving of notice or the passage of time or both) Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any employee of such employees or consultants is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company. To the Company's knowledge, at no time during the conception or reduction of any of the Company's patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights or process to practice was any developer, inventor or other contributor to such patents operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the Company's rights in such patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes.

Patents and Other Intangible Assets. The Chrixxxxxxx Xxxxx xxxresents and warrants to the Purchasers that, except as set forth in the Schedule of Exceptions under Section 2.9, to the best of his knowledge, the Company owns, owns or is licensed or otherwise possesses sufficient legal rights to use, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses licenses, information and other proprietary rights and processes (necessary for its business as now conducted and as proposed to be conducted without any conflict with, or infringement with the "Intellectual Property Rights") that are material to the business of rights of, others. Neither he nor the Company as it is currently conducted. The has received any communications alleging that the Company has not received any communication alleging that it has violatedviolated or, or that by conducting its business as currently conducted proposed, would violate, violate any of the Intellectual Property Rights patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights or processes of any other person or entity. No claims with respect Furthermore, the Company is not obligated to the Company's Intellectual Property Rights have been asserted pay any royalty or are, fee to the best any third party on account of the Company's knowledgeownership of such necessary patents, threatened by any person or entity (i) challenging in any way the use by trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and proprietary rights, nor is the Company of obligated to pay any future royalty or fee to any of the Company's Intellectual Property Rights, (ii) challenging in any way the ownership by the Company of the Company's Intellectual Property Rights employees or (iii) claiming any infringement of the Intellectual Property Rights consultants on account of any other person such intellectual property rights of such employee or entity. There are no outstanding options, licenses or agreements of any kind relating consultant that have not been assigned to the Company's Intellectual Property Rights, nor is the Company bound by or a party to . Chrixxxxxxx Xxxxx xx not aware that any options, licenses or agreements of any kind with respect to the Intellectual Property Rights of any other person or entity, other than such licenses or agreements arising from the purchase of "off-the-shelf" products. To the best of the Company's knowledge, none of its employees employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or of order of any court or administrative agency, that would interfere with their duties the use of such employees' best efforts to promote the interest of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of the Agreementsthis Agreement, nor, to the best of the Company's knowledge, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed will (with or without proposed, will, to the giving best of notice or the passage of time or both) Chrixxxxxxx Xxxxx' xxowledge conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated. The Company does Chrixxxxxxx Xxxxx xxxs not believe that or that it is or will be necessary to utilize use any inventions, trade secrets or proprietary information inventions of any of its the Company's employees (or persons the Company currently intends to hire) made prior to their employment by the Company.

Patents and Other Intangible Assets. (a) Annex 5.18 contains a true and complete list of all patents (including all reissues, divisions, continuations and extensions thereof), patent applications, trademarks, trademark registrations, servicemarks, trade names, copyrights, licenses and rights with respect to the foregoing and other such property owned or used by the Company (the "Company Intellectual Property") and, unless otherwise indicated on such Schedule such Company Intellectual Property has been duly registered in, filed in or issued by the United States Copyright Office or the United States Patent and Trademark Office, the appropriate offices in the various States of the United States and the appropriate offices of such other jurisdictions where such registration, filing or issuance is required for the conduct of the business of the Company. The Company owns, (i) owns or is licensed or otherwise possesses sufficient legal rights has the right to use, free and clear of all Liens, claims and restrictions, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses and other proprietary rights and processes (the "Intellectual Property Rights") that are material with respect to the foregoing, used in or necessary for the conduct of its business as now conducted or proposed to be conducted, (ii) 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, copyright or license with respect thereto and (iii) 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, copyright or other intangible asset, with respect to the Company as it is currently conducteduse thereof or in connection with the conduct of its business or otherwise. The Company has not received made any communication alleging that it has violated, claim of a violation or that infringement by conducting others of its business as currently conducted would violate, any of rights to or in connection with the Company Intellectual Property Rights and knows of no basis for the making of any other person or entity. No claims with respect to the Company's Intellectual Property Rights have been asserted or are, to the best of the Company's knowledge, threatened by any person or entity (i) challenging in any way the use by the Company of any of the Company's Intellectual Property Rights, (ii) challenging in any way the ownership by the Company of the Company's Intellectual Property Rights or (iii) claiming any infringement of the Intellectual Property Rights of any other person or entitysuch claim. There are no outstanding optionsinterferences or other contested proceedings in the United States Copyright Office, licenses the United States Patent and Trademark Office or agreements of any kind federal, state or local court or before any other governmental agency or tribunal, relating to any of the Company Intellectual Property, nor to Company's Intellectual Property Rightsknowledge are any such interferences or proceedings threatened. (b) The Company owns and has the unrestricted right to use all product rights, nor is manufacturing rights, trade secrets, including know-how, negative know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer software, and all information that derives independent economic value, actual or potential, from not being generally known or known by competitors and which the Company bound by or a party has taken reasonable steps to any options, licenses or agreements of any kind with respect to the Intellectual Property Rights of any other person or entity, other than such licenses or agreements arising from the purchase of "off-the-shelf" products. To the best maintain in secret (all of the Company's knowledge, none foregoing of its employees is obligated under any contract (including licenses, covenants which are collectively referred to herein as "Company Technology") required for or commitments of any nature) or other agreement, or subject incident to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of the Agreements, nor, to the best of the Company's knowledge, the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business business, as it is presently conducted and as it is proposed will to be conducted, in each case free and clear of any right, Lien or claim of others, including without limitation former employers of its employees. (with or without c) Since its organization, the giving Company has taken reasonable security measures to protect the secrecy, confidentiality and value of notice or the passage of time or both) conflict with or result in a breach all Company Technology and all Inventions (as defined below). Since its organization, each of the termsCompany's employees and other Persons who, conditions either alone or provisions ofin concert with others, developed, invented, discovered, derived, or constitute designed Company Technology or Inventions, or who has knowledge of or access to information about Company Technology or Inventions, has entered into a default underwritten agreement with the Company which provides that (i) this Company Technology, other information and Inventions are proprietary to the Company and are not to be divulged, misused or misappropriated, and (ii) this Company Technology, 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 contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment 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 Company Technology, other information and Inventions and all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to such Company Technology, other information and Inventions. 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 involve the use of the Company's time, material, facilities or trade secret information.