Common use of Patents and Other Intangible Rights Clause in Contracts

Patents and Other Intangible Rights. Except as set forth in Section 5.14 of the Disclosure Schedule, each of the Company and the Subsidiaries (a) owns or has the right to use and enforce (which right is exclusive in the case of any patents), free and clear of all liens, claims and restrictions (other than Permitted Liens and liens securing the Demand Note), all material patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing used in the conduct of its business as now conducted, (b) is not obligated or under any liability whatsoever to make any payments of a material nature 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 or in connection with the conduct of its business or otherwise (except pursuant to a written license or other agreement included or incorporated by reference in any SEC Reports filed prior to the date of this Agreement, and except as set forth in Section 5.14 of the Disclosure Schedule), (c) owns or has the unrestricted right to use all material trade secrets, know-how, inventions, designs, processes, computer programs and technical data necessary to the development, operation and sale of all products and services presently sold by it (and has no reason to believe that it will not own or have the unrestricted right to use all material trade secrets, know-how, inventions, designs, processes, computer programs and technical data necessary to the development, operation and sale of all products and services, if any, presently proposed to be sold by it), free and clear of any liens, rights or claims of others (other than Permitted Liens and liens securing the Demand Notes), and (d) is not using any material confidential information or trade secrets of others (except pursuant to a written license or other agreement included or incorporated by reference in any SEC Reports filed prior to the date of this Agreement). Neither the Company nor any Subsidiary is infringing in any material respect upon any right or claimed right of any person under or with respect to any patents, trademarks, service marks, trade names, copyrights, licenses or rights with respect to the foregoing, nor has the Company or any Subsidiary received any notice with respect thereto. To the knowledge of the Company, no person is infringing upon any right or claimed right of the Company or any Subsidiary under or with respect to any patents, trademarks, service marks, trade names, copyrights, licenses or rights with respect to the foregoing, except for infringements that have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

Patents and Other Intangible Rights. Except as set forth in Section 5.14 of the Disclosure Schedule, each of the Company and the Subsidiaries HeartWare: (ai) owns or has the exclusive and/or unrestricted right to use and enforce (which right is exclusive in the case of any patents)use, free and clear of all liens, claims and restrictions (other than Permitted Liens and liens securing the Demand Note)restrictions, all material patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, copyright applications, xxxxe secrets, licenses and similar rights with respect to the foregoing foregoing, necessary for and used in the conduct of its business as now conducted, and as currently contemplated to be conducted, to its knowledge after due inquiry without infringing upon or otherwise acting adversely to any right or claimed right of any person under or with respect to any of the foregoing; (bii) is not required to pay any taxes or maintenance fees to maintain the validity or effectiveness of the registrations and applications referred to in (i) above and all such registrations and applications are valid and in full force and effect; (iii) is not contractually or otherwise obligated or under any liability whatsoever to make any material payments of a material nature by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, to any patent, trademark, service mark, trade name, copyright copxxxxht, trade secret or other intangible asset asset, with respect to the use thereof or in connection with the conduct of its business or otherwise otherwise, except for commercially available "off the shelf" software that HeartWare licenses on standard terms; (except pursuant iv) has not received any written notice of conflict with the asserted rights of others with respect to such matters and has no reason to believe that there is a written license basis for any such notice or other agreement included or incorporated by reference in any SEC Reports filed prior to the date of this Agreement, and except as set forth in Section 5.14 of the Disclosure Schedule), a claim relating thereto; (cv) owns or has the unrestricted right to use all material trade secrets, including know-how, customer lists, inventions, designs, processes, computer programs and technical data necessary to used by HeartWare in the development, operation and sale of all products and services presently sold by it (and has no reason to believe that it will not own or have the unrestricted right to use all material trade secrets, know-how, inventions, designs, processes, computer programs and technical data necessary to the development, operation and sale of all products and services, if any, presently proposed to be sold by it), free and clear of any liensrights, rights liens or claims of others (other than Permitted Liens and liens securing the Demand Notes), others; and (dvi) is not using any material confidential information or trade secrets of others (except pursuant to a written license or other agreement included or incorporated by reference in any SEC Reports filed prior to the date of this Agreement). Neither the Company nor any Subsidiary is infringing in any material respect upon any right or claimed right of any person under or with respect to any patents, trademarks, service marks, trade names, copyrights, licenses or rights with respect to the foregoing, nor has the Company or any Subsidiary received any notice with respect thereto. To the knowledge of the Company, no person is infringing upon any right or claimed right of the Company or any Subsidiary under or with respect to any patents, trademarks, service marks, trade names, copyrights, licenses or rights with respect to the foregoing, except for infringements that have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effectagreement.