Common use of Patents and Other Proprietary Rights Clause in Contracts

Patents and Other Proprietary Rights. (a) To the best of the Company’s knowledge, the Company owns, possesses, has a license to, has access to or can become licensed on reasonable terms under, all patents, patent applications, trademarks, service marks, trade names, licenses, inventions, computer software, technical information and copyrights necessary for the operation of its business as now conducted and as proposed to be conducted by the Company with no known (after reasonable inquiry) infringement of or conflict with the rights of others (nor any basis therefor). (b) There are no outstanding options, licenses or agreements of any kind, express or implied, relating to the matters listed in subsection 3.9(a), above, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. (c) 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 any proprietary rights of any other person or entity. (d) 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 the use of such employee’s commercially reasonable efforts to promote the interests of the Company or that would conflict with the Company’s business as presently conducted. (e) Neither the execution and delivery by the Company of this Agreement or the Transaction Documents to which Company is a party, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of Company’s business as presently conducted, will 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 of such employees is now obligated. (f) The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Other Proprietary Rights. (a) To the best of the Company’s knowledge, the The Company owns, possesses, has a license to, has access to and its Subsidiaries own or can become licensed on reasonable terms under, possess all material patents, patent applications, trademarks, service marks, trade names, licensescopyrights, inventionstrade secrets, computer softwareinformation, technical information proprietary rights and copyrights processes necessary for the operation of its their business as now conducted conducted, and as proposed to be conducted by the Company with no conducted, without any known (after reasonable inquiry) conflict with, or known infringement of or conflict with of, the rights of others (nor others. All licenses, agreements and arrangements relating to the patents, trademarks, service marks, trade names, copyrights and other proprietary rights of the Company and its Subsidiaries have been entered into in the ordinary course of business, are in full force and effect and no notice has been given on either side to terminate any basis therefor). (b) There of them and no amendment made or accepted to their terms since they were first entered into; and, to the Company’s knowledge, the material obligations of all parties under each of the same have been fully complied with and no known disputes exist or are anticipated with respect to any of such agreements. Other than as set forth in the immediately preceding sentence, there are no outstanding options, licenses or agreements of any kind, express or implied, kind relating to the matters listed in subsection 3.9(a)patents, abovetrademarks, service marks, trade names, copyrights and other proprietary rights of the Company and its Subsidiaries, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. (c) The , other than such licenses or agreements arising from the purchase of “off the shelf” or standard products. Except as set forth in the Disclosure Schedule, neither the Company nor any of its Subsidiaries has not received any communications alleging alleging, nor is the Company aware of any basis for such allegation, that the Company or any of its Subsidiaries 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 any other proprietary rights of any other person or entity. (d) . The Company is not aware that any of the employees of the Company or any of its employees is Subsidiaries are 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 the use of such employee’s commercially reasonable best efforts to promote the interests of the Company or and its Subsidiaries that would conflict with the Company’s business of the Company and its Subsidiaries as presently proposed to be conducted. (e) . Neither the execution and nor delivery by the Company of this Agreement or the Transaction Documents to which Company is a partyDocuments, nor the carrying on of the Company’s or its Subsidiaries’ business by the employees of the CompanyCompany or the Subsidiaries, nor the conduct of the Company or the Subsidiaries’ business as now conducted and as proposed to be conducted, will, to the Company’s business as presently conductedknowledge, will 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 of such employees is now obligated. (f) . The Company does not believe it is or will be necessary to utilize use any inventions of any of the Company’s or its Subsidiaries’ employees (or people it persons they currently intends intend to hire) made prior to their employment by the Company or its Subsidiaries, except for inventions, trade secrets or proprietary information that have been assigned to the Company or its Subsidiaries. The Company has taken reasonable measures to protect its material patents, trademarks, service marks, trade names, copyrights, trade secrets, and other proprietary rights including those filings required for the registration or certification of the foregoing. The Disclosure Schedule contains a complete list of the Company’s patents, trademarks, copyrights and domain names and pending patent, trademark and copyright applications.

Patents and Other Proprietary Rights. Except as disclosed in Schedule 4.01(n) or the SEC Documents, (ai) To the best of the Company’s knowledge, the Company ownsor a Subsidiary owns or has obtained valid and enforceable licenses or options for all inventions, possesses, has a license to, has access to or can become licensed on reasonable terms under, all patents, patent applications, trademarkstrademarks (both registered and unregistered), service marks, trade names, licensescopyrights, inventionstrade secrets, computer softwareinformation, technical information proprietary rights and copyrights processes necessary for the operation conduct of its business as now conducted and as proposed to be conducted by ("Intellectual Property"), (ii) (a) there are no third parties who have any ownership rights to any Intellectual Property that is owned by, or has been licensed to, the Company with no known (after reasonable inquiry) infringement of or conflict with for the rights of others (nor any basis therefor). (b) There are no outstanding options, licenses or agreements of any kind, express or implied, relating to products described in the matters listed in subsection 3.9(a), above, nor is SEC Documents that would preclude the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. (c) The Company has not received any communications alleging that the Company has violated or, by from conducting its business as proposedcurrently conducted and have a Material Adverse Effect, would violate any except for the ownership rights of the patentsowners of the Intellectual Property licensed or optioned by the Company or a Subsidiary; (b) to the Company's knowledge, trademarks, service marks, trade names, copyrights or trade secrets or any proprietary rights there are currently no sales of any other person or entity. (d) The Company is not aware products that any of its employees is obligated under any contract (including licenses, covenants or commitments would constitute an infringement by third parties of any natureIntellectual Property owned, licensed or optioned by the Company or a Subsidiary, which infringement would have a Material Adverse Effect; (c) there is no pending or, to the Company's knowledge, threatened action, suit, proceeding or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with claim by others challenging the use of such employee’s commercially reasonable efforts to promote the interests rights of the Company or that a Subsidiary in or to any Intellectual Property owned, licensed or optioned by the Company or Subsidiary, other than claims which would conflict with not reasonably be expected to have a Material Adverse Effect; (d) there is no pending or, to the Company’s business as presently conducted. 's or a Subsidiary's knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property owned, licensed or optioned by the Company or a Subsidiary, other than non-material actions, suits, proceedings and claims; and (e) Neither there is no pending or, to the execution and delivery Company's knowledge, threatened action, suit, proceeding or claim by others that the Company or a Subsidiary infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary right of this Agreement or the Transaction Documents to which Company is a partyothers, nor the carrying on of other than non-material actions, suits, proceedings and claims, and the Company’s 's business by the employees of the Company, nor the conduct of Company’s business as presently conducted, will does not and would not conflict with or result in a breach constitute an infringement on the rights of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligatedothers. (f) The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Other Proprietary Rights. (a) To the best The Company has sufficient title and ownership of the Company’s knowledge, the Company owns, possesses, has a license to, has access to or can become licensed on reasonable terms under, all patents, patent applications, trademarks, service marks, trade names, licenses, inventions, computer software, technical information and copyrights necessary for the operation of its business as now conducted and as proposed to be conducted by the Company with no known (after reasonable inquiry) infringement of or conflict with the rights of others (nor any basis therefor). (b) There are no outstanding options, licenses or agreements of any kind, express or implied, relating to the matters listed in subsection 3.9(a), above, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights rights, and processes (collectively, "Intellectual Property") necessary for its business as now conducted, and believes it can obtain, on commercially reasonable terms, any additional rights necessary for its business as proposed to be conducted, and the Company's Intellectual Property does not, and, to the knowledge of the Company, would not, conflict with or constitute an infringement of the rights of any other party; (b) There are no outstanding options, licenses, or agreements of any kind relating to the matters listed in subsection 3.10(a) or that grant rights to any other person to manufacture, license, produce, assemble, market, or sell the Company's products, 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.; (c) The Company has not received nor is the Company on notice of any communications alleging that the Company or its employees or agents has violated or infringed or, by conducting its business as proposed, would violate or infringe any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or any proprietary Intellectual Property rights of any other person or entity.; (d) The Company is not aware that any of its employees or consultants is obligated under any contract (including licenses, covenants 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 cause the Company to infringe upon the Intellectual Property rights of any other person or entity, that would interfere with the use of such employee’s commercially reasonable 's and consultant's best efforts to promote the interests of the Company Company, or that would conflict with the Company’s 's business as presently proposed to be conducted.; and (e) Neither the execution and nor delivery by of the Company of this Agreement or the Transaction Documents to which Company is a partyTransactional Agreements, nor the carrying on of the Company’s 's business by the employees and consultants of the Company, nor the conduct of the Company’s 's business as presently conductedproposed, will will, to the 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 of such employees or consultants is now obligated. (f) . The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Other Proprietary Rights. (a) To the best of the Company’s knowledge, the Company owns, possesses, has a license to, has access sufficient title and ownership of or sufficient right to or can become licensed on reasonable terms under, use all patents, patent applications, trademarks, service marks, trade names, licenses, inventions, computer software, technical information and copyrights Intellectual Property necessary for the operation of its business as now conducted conducted, and believes it can obtain, on commercially reasonable terms, any additional rights necessary for its business as proposed to be conducted by contemplated at the Company with no known (after reasonable inquiry) infringement of or conflict with the rights of others (nor any basis therefor)Closing. (b) There are no outstanding options, licenses or agreements of No claims have been asserted by any kind, express or implied, relating to the matters listed in subsection 3.9(a), above, nor is the Company bound by or a party to any options, licenses or agreements of any kind person with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes validity of any other person the Company’s ownership or entityright to use the Intellectual Property. (c) The Company has does not received have any communications alleging that knowledge of, and the Company has violated ornot given or received any notice of, by conducting its business as proposed, would violate any pending conflicts with or infringement of the patents, trademarks, service marks, trade names, copyrights or trade secrets or any proprietary rights of others with respect to any other person Intellectual Property or entitywith respect to any license of Intellectual Property which are material to the business of the Company. (d) No action, suit, arbitration, or legal, administrative or other proceeding, or investigation is pending, or, to the best knowledge of the Company, threatened, which involves any Intellectual Property and the Company is not subject to any judgment, order, writ, injunction or decree of any court or any Federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, and has not entered into or is not a party to any contract which restricts or impairs the use of any such Intellectual Property in a manner which would result in Material Adverse Event. (e) The Company has not entered into any consent, indemnification, forbearance to xxx or settlement agreement with respect to Intellectual Property other than in the ordinary course of business or which does not restrict its business as presently proposed to be conducted. (f) 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 the use of such employee’s commercially reasonable efforts to promote the interests of the Company or that would conflict with the Company’s business as presently proposed to be conducted. (eg) Neither the execution and delivery by The Company has not received any communications alleging that the Company of this Agreement or the Transaction Documents to which Company is a party, nor the carrying on its employees has violated or infringed any of the Company’s business by the employees of the Companypatents, nor the conduct of Company’s business as presently conductedtrademarks, will conflict with or result in a breach of the termsservice marks, conditions or provisions oftrade names, copyrights, or constitute a default undertrade secrets, or any contract, covenant proprietary rights of any other person or instrument under which any of such employees is now obligatedentity. (fh) The Company does not believe it is has taken reasonable measures to protect the value (and, to the extent applicable, the confidentiality and security) of all Intellectual Property used in its products, services and business. The Company has taken reasonable steps to ensure that employees and consultants who, either alone or will be necessary in concert with others, developed, invented, discovered, derived, programmed or designed Intellectual Property, or who have knowledge of or access to utilize any inventions information about Intellectual Property, have entered into an Employee Confidentiality, Inventions, and Non-Competition Agreement, substantially in the form of any of its employees (or people it currently intends Exhibit 6.10 to hire) made prior to their employment by the Companythis Agreement.

Patents and Other Proprietary Rights. (a) To the best knowledge of the Company’s knowledge, : (i) each the Company ownsand its Subsidiaries have sufficient title and ownership of, possesses, has a license to, has access or holds licenses under or is otherwise authorized to or can become licensed on reasonable terms underuse, all patents, patent applications, trademarks, service marks, trade names, licenses, inventions, computer software, technical information and copyrights Intellectual Property necessary for the operation of its business as now conducted conducted, and as proposed to be conducted believes it can obtain, on commercially reasonable terms, any additional rights necessary for its business, and (ii) the Intellectual Property currently owned and licensed by the Company and/or any of its Subsidiaries does not, and would not, conflict with no known (after reasonable inquiry) or constitute an infringement of the Intellectual Property owned by any other person or conflict with the rights of others (nor any basis therefor).entity; (b) There are no outstanding options, licenses licenses, or agreements of any kind, express or implied, kind relating to the matters listed in subsection 3.9(a)Intellectual Property owned by the Company or any of its Subsidiaries or that grant rights to any other person to license, aboveproduce, market or sell their respective products, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of Intellectual Property owned by any other person or entity.; (c) The Neither the Company nor any of its Subsidiaries has not received any communications alleging that the Company or any of its Subsidiaries or their respective employees has violated or infringed or, by conducting its business as proposed, would violate or infringe any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or any proprietary rights of Intellectual Property owned by any other person or entity.; (d) The Company is not aware that any To the knowledge of its employees the Company, no employee is obligated under any applicable law or under any contract (including licenses, covenants covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree decree, or order of any court or administrative agency, that would interfere with the use of such employee’s commercially reasonable best efforts to promote the interests of the Company or any of its Subsidiaries or that would conflict with the Company’s business as presently conducted.of the Company or any of its Subsidiaries; and (e) Neither the execution and nor delivery by the Company of this Agreement or the Transaction Documents to which Company is a partyAgreement, nor the carrying on of the Company’s business of the Company or any of its Subsidiaries by the employees of the CompanyCompany or any of its Subsidiaries, nor the conduct of the business of the Company or any of its Subsidiaries as contemplated to be conducted as of the Closing, shall, to the Company’s business as presently conductedknowledge, will conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract, covenant covenant, or instrument under which any of such employees is now obligated. (f) The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Other Proprietary Rights. (a) To the best of the Company’s knowledge, Company s knowledge the Company owns, possesses, has a license to, has access sufficient title and ownership of or sufficient right to or can become licensed on reasonable terms under, use all patents, patent applications, trademarks, service marks, trade names, licenses, inventions, computer software, technical information and copyrights Intellectual Property necessary for the operation of its business as now conducted conducted, and believes it can obtain, on commercially reasonable terms, any additional rights necessary for its business as proposed to be conducted by contemplated at the Company with no known (after reasonable inquiry) infringement of or conflict with the rights of others (nor any basis therefor)Closing. (b) There are no outstanding options, licenses or agreements of No claims have been asserted by any kind, express or implied, relating to the matters listed in subsection 3.9(a), above, nor is the Company bound by or a party to any options, licenses or agreements of any kind person with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes validity of any other person the Company's ownership or entityright to use the Intellectual Property. (c) The Company has does not received have any communications alleging that knowledge of, and the Company has violated ornot given or received any notice of, by conducting its business as proposed, would violate any pending conflicts with or infringement of the patents, trademarks, service marks, trade names, copyrights or trade secrets or any proprietary rights of others with respect to any other person Intellectual Property or entitywith respect to any license of Intellectual Property which are material to the business of the Company. (d) No action, suit, arbitration, or legal, administrative or other proceeding, or investigation is pending, or, to the best knowledge of the Company, threatened, which involves any Intellectual Property and the Company is not subject to any judgment, order, writ, injunction or decree of any court or any Federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, and has not entered into or is not a party to any contract which restricts or impairs the use of any such Intellectual Property in a manner which would result in Material Adverse Event. (e) The Company has not entered into any consent, indemnification, forbearance to xxx or settlement agreement with respect to Intellectual Property other than in the ordinary course of business or which does not restrict its business as presently proposed to be conducted. (f) 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 the use of such employee’s commercially reasonable efforts to promote the interests of the Company or that would conflict with the Company’s 's business as presently proposed to be conducted. (eg) Neither the execution and delivery by The Company has not received any communications alleging that the Company of this Agreement or the Transaction Documents to which Company is a party, nor the carrying on its employees has violated or infringed any of the Company’s business by the employees of the Companypatents, nor the conduct of Company’s business as presently conductedtrademarks, will conflict with or result in a breach of the termsservice marks, conditions or provisions oftrade names, copyrights, or constitute a default undertrade secrets, or any contract, covenant proprietary rights of any other person or instrument under which any of such employees is now obligatedentity. (fh) The Company does not believe it is has taken reasonable measures to protect the value (and, to the extent applicable, the confidentiality and security) of all Intellectual Property used in its products, services and business. The Company has taken reasonable steps to ensure that employees and consultants who, either alone or in concert with others, developed, invented, discovered, derived, programmed or designed Intellectual Property, or who have knowledge of or access to information about Intellectual Property, have entered into an Employee Confidentiality, Inventions, and Non-Competition Agreement, substantially in the form of Exhibit 3.10 to this Agreement. (i) The Company has reviewed its operations to evaluate the extent to which the business or operations of the Company will be necessary affected by the Year 2000 Problem (as defined below). As a result of such review, the Company has not noted any material Year 2000 Problems which would prevent its products and systems from being capable of correctly interpreting dates beyond the year 1999. Based on the Company's testing to utilize date, the Company has no reason to believe that Year 2000 Problems caused by its own products or internal operations would have a Material Adverse Event. The "Year 2000 Problem" as used herein means any inventions significant risk that computer hardware or software used in the receipt, transmission, processing, manipulation, storage, retrieval, retransmission or other utilization of data or in the operation of mechanical or electrical systems of any kind will not, in the case of its employees (dates or people it currently intends to hire) made time periods occurring after December 31, 1999, function at least as effectively as in the case of dates or time periods occurring prior to their employment by the CompanyJanuary 1, 2000.

Patents and Other Proprietary Rights. (a) To the best of the Company’s 's ------------------------------------ knowledge, the Company owns, possesses, has a sufficient title and ownership or license to, has access to or can become licensed on reasonable terms under, use all patents, patent applications, trademarks, service marks, trade names, licenses, inventions, computer software, technical information and copyrights necessary for the operation of its business as now conducted and as proposed to be conducted by the Company with no known (after reasonable inquiry) infringement of or conflict with the rights of others (nor any basis therefor). (b) There are no outstanding options, licenses or agreements of any kind, express or implied, relating to the matters listed in subsection 3.9(a), above, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes necessary for its business as now conducted, and as proposed to be conducted, without conflict with or infringement of any other person or entity. (c) The the rights of others. Except as set forth in the Schedule of Exceptions, the Company has not received any communications alleging alleging, nor is the Company aware of any basis for such allegation, 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 any other proprietary rights of any other person or entity. (d) . 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 the use of such employee’s commercially reasonable 's best efforts to promote the interests of the Company or that would conflict with the Company’s 's business as presently proposed to be conducted. (e) . Neither the execution and nor delivery by the Company of this Agreement or the Transaction Documents to which Company is a partyAgreement, nor the carrying on of the Company’s 's business by the employees of the Company, nor the conduct of the Company’s 's business as presently now conducted and as proposed to be conducted, will will, to the best of the 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 of such employees is now obligated. (f) . The Company does not believe it is or will be necessary to utilize use any inventions of any of its employees (or people persons it currently intends to hire) made prior to their employment by the Company.

Patents and Other Proprietary Rights. (a) To the best of the Company’s 's knowledge, the Company owns, possesses, has a license to, has access sufficient title and ownership of or sufficient right to or can become licensed on reasonable terms under, use all patents, patent applications, trademarks, service marks, trade names, licenses, inventions, computer software, technical information and copyrights Intellectual Property necessary for the operation of its business as now conducted conducted, and believes it can obtain, on commercially reasonable terms, any additional rights necessary for its business as proposed to be conducted by contemplated at the Company with no known (after reasonable inquiry) infringement of or conflict with the rights of others (nor any basis therefor)Closing. (b) There are no outstanding options, licenses or agreements of No claims have been asserted by any kind, express or implied, relating to the matters listed in subsection 3.9(a), above, nor is the Company bound by or a party to any options, licenses or agreements of any kind person with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes validity of any other person the Company's ownership or entityright to use the Intellectual Property. (c) The Company has does not received have any communications alleging that knowledge of, and the Company has violated ornot given or received any notice of, by conducting its business as proposed, would violate any pending conflicts with or infringement of the patents, trademarks, service marks, trade names, copyrights or trade secrets or any proprietary rights of others with respect to any other person Intellectual Property or entitywith respect to any license of Intellectual Property which are material to the business of the Company. (d) No action, suit, arbitration, or legal, administrative or other proceeding, or investigation is pending, or, to the best knowledge of the Company, threatened, which involves any Intellectual Property and the Company is not subject to any judgment, order, writ, injunction or decree of any court or any Federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, and has not entered into or is not a party to any contract which restricts or impairs the use of any such Intellectual Property in a manner which would result in Material Adverse Event. (e) The Company has not entered into any consent, indemnification, forbearance to sue or settlement agreement with rexxxct to Intellectual Property other than in the ordinary course of business or which does not restrict its business as presently proposed to be conducted. (f) 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 the use of such employee’s commercially reasonable efforts to promote the interests of the Company or that would conflict with the Company’s 's business as presently proposed to be conducted. (eg) Neither the execution and delivery by The Company has not received any communications alleging that the Company of this Agreement or the Transaction Documents to which Company is a party, nor the carrying on its employees has violated or infringed any of the Company’s business by the employees of the Companypatents, nor the conduct of Company’s business as presently conductedtrademarks, will conflict with or result in a breach of the termsservice marks, conditions or provisions oftrade names, copyrights, or constitute a default undertrade secrets, or any contract, covenant proprietary rights of any other person or instrument under which any of such employees is now obligatedentity. (fh) The Company does not believe it is has taken reasonable measures to protect the value (and, to the extent applicable, the confidentiality and security) of all Intellectual Property used in its products, services and business. The Company has taken reasonable steps to ensure that employees and consultants who, either alone or will be necessary in concert with others, developed, invented, discovered, derived, programmed or designed Intellectual Property, or who have knowledge of or access to utilize any inventions information about Intellectual Property, have entered into an Employee Confidentiality, Inventions, and Non-Competition Agreement, substantially in the form of any of its employees (or people it currently intends Exhibit 5.10 to hire) made prior to their employment by the Companythis Agreement.

Patents and Other Proprietary Rights. (a) To the best of the Company’s Xxxxxxxx.xxx's ------------------------------------ knowledge, the Company owns, possesses, has a license to, has access to or can become licensed on reasonable terms under, Xxxxxxxx.xxx possesses all patents, patent applicationsrights, trademarks, service markstrademark rights, trade names, licensestrade name rights, inventionscopyrights, computer softwaretrade secrets, technical information including knowhow and copyrights other proprietary rights ("Proprietary Information") ----------------------- necessary for the operation of to conduct its business as now being conducted and as proposed to be conducted by without conflict with or infringement upon any valid rights of others and the Company with no known (after reasonable inquiry) lack of which would have a Material Adverse Effect on Xxxxxxxx.xxx, and Xxxxxxxx.xxx has not received any notice of infringement of upon or conflict with the asserted rights of others (nor any basis therefor). (b) There others. Except as disclosed in the Xxxxxxxx.xxx Disclosure Schedule, there are no material outstanding options, licenses or agreements of any kind, express or implied, kind relating to the matters listed in subsection 3.9(a), aboveXxxxxxxx.xxx's Proprietary Information, nor is the Company Xxxxxxxx.xxx bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes Proprietary Information of any other person or entity. (c) The Company has not received any communications alleging that entity other than licenses or agreements arising from the Company has violated or, by conducting its business as proposed, would violate any purchase of "off the patents, trademarks, service marks, trade names, copyrights shelf" or trade secrets or any proprietary rights of any other person or entity. (d) The Company standard products. Xxxxxxxx.xxx 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 the use of such employee’s commercially reasonable efforts their duties to promote the interests of the Company Xxxxxxxx.xxx or that would conflict with the Company’s Xxxxxxxx.xxx's business as presently proposed to be conducted. (e) . Neither the execution and nor delivery by the Company of this Agreement or the Transaction Documents to which Company is a partyAgreement, nor the carrying on of the Company’s Xxxxxxxx.xxx's business by the employees of the CompanyXxxxxxxx.xxx, nor the conduct of Company’s Xxxxxxxx.xxx's business as presently conductedproposed, will will, to Xxxxxxxx.xxx'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 of such employees employee is now obligated. (f) The Company . Xxxxxxxx.xxx does not believe it is or will be necessary for Xxxxxxxx.xxx to utilize any inventions Proprietary Information of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.Xxxxxxxx.xxx, except for

Patents and Other Proprietary Rights. (a) To the best knowledge of the Company’s knowledge, Company after reasonable inquiry: (i) the Company owns, possesses, has a license to, has access to or can become licensed on reasonable terms under, sufficient title and ownership of all patents, patent applications, trademarks, service marks, trade names, licenses, inventions, computer software, technical information and copyrights Intellectual Property necessary for the operation of its business as now conducted conducted, and believes it can obtain, on commercially reasonable terms, any additional rights necessary for its business as proposed to be conducted by contemplated as of the Company date of this Agreement, and (ii) the Company's Intellectual Property does not, and would not, conflict with no known (after reasonable inquiry) or constitute an infringement of or conflict with the rights of others (nor any basis therefor).others; (b) There are no outstanding options, licenses licenses, or agreements of any kind, express or implied, kind relating to the matters listed in subsection 3.9(a)3.10(a) or that grant rights to any other person to manufacture, abovelicense, produce, assemble, market or sell the Company's products, nor is the Company bound by or a party to any options, licenses licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights rights, and processes of any other person or entity.; (c) The Company has not received any communications alleging that the Company or its employees has violated or infringed or, by conducting its business as proposed, would violate or infringe any of the patents, trademarks, service marks, trade names, copyrights copyrights, or trade secrets secrets, or any proprietary rights of any other person or entity.; (d) The Company is not aware that any To the knowledge of its employees the Company, no employee is obligated under any contract (including licenses, covenants covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree decree, or order of any court or administrative agency, that would interfere with the use of such employee’s commercially reasonable 's best efforts to promote the interests of the Company or that would conflict with the Company’s 's business as presently conducted.contemplated as of the date of this Agreement; and (e) Neither the execution and nor delivery by the Company of this Agreement or the Transaction Documents to which Company is a partyAgreement, nor the carrying on of the Company’s 's business by the employees of the Company, nor the conduct of the Company’s 's business as presently conductedcontemplated as of the date of this Agreement, will will, to the 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 covenant, or instrument under which any of such employees is now obligated. (f) . The Company does not believe it is is, or will be be, necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Other Proprietary Rights. (a) To the best of the Company’s knowledge, the Company owns, possesses, has a license to, has access sufficient title and ownership of or sufficient right to or can become licensed on reasonable terms under, use all patents, patent applications, trademarks, service marks, trade names, licenses, inventions, computer software, technical information and copyrights Intellectual Property necessary for the operation of its business as now conducted conducted, and believes it can obtain, on commercially reasonable terms, any additional rights necessary for its business as proposed to be conducted by contemplated at the Company with no known (after reasonable inquiry) infringement of or conflict with the rights of others (nor any basis therefor)Closing. (b) There are no outstanding options, licenses or agreements of No claims have been asserted by any kind, express or implied, relating to the matters listed in subsection 3.9(a), above, nor is the Company bound by or a party to any options, licenses or agreements of any kind person with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes validity of any other person the Company’s ownership or entityright to use the Intellectual Property. (c) The Company has does not received have any communications alleging that knowledge of, and the Company has violated ornot given or received any notice of, by conducting its business as proposed, would violate any pending conflicts with or infringement of the patents, trademarks, service marks, trade names, copyrights or trade secrets or any proprietary rights of others with respect to any other person Intellectual Property or entitywith respect to any license of Intellectual Property which are material to the business of the Company. (d) No action, suit, arbitration, or legal, administrative or other proceeding, or investigation is pending, or, to the best knowledge of the Company, threatened, which involves any Intellectual Property and the Company is not subject to any judgment, order, writ, injunction or decree of any court or any Federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, and has not entered into or is not a party to any contract which restricts or impairs the use of any such Intellectual Property in a manner which would result in Material Adverse Event. (e) The Company has not entered into any consent, indemnification, forbearance to xxx or settlement agreement with respect to Intellectual Property other than in the ordinary course of business or which does not restrict its business as presently proposed to be conducted. (f) 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 the use of such employee’s commercially reasonable efforts to promote the interests of the Company or that would conflict with the Company’s business as presently proposed to be conducted. (eg) Neither the execution and delivery by The Company has not received any communications alleging that the Company of this Agreement or the Transaction Documents to which Company is a party, nor the carrying on its employees has violated or infringed any of the Company’s business by the employees of the Companypatents, nor the conduct of Company’s business as presently conductedtrademarks, will conflict with or result in a breach of the termsservice marks, conditions or provisions oftrade names, copyrights, or constitute a default undertrade secrets, or any contract, covenant proprietary rights of any other person or instrument under which any of such employees is now obligatedentity. (fh) The Company does not believe it is has taken reasonable measures to protect the value (and, to the extent applicable, the confidentiality and security) of all Intellectual Property used in its products, services and business. The Company has taken reasonable steps to ensure that employees and consultants who, either alone or will be necessary in concert with others, developed, invented, discovered, derived, programmed or designed Intellectual Property, or who have knowledge of or access to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Companyinformation about Intellectual Property, have entered into an Employee Confidentiality, Inventions, and Non-Competition Agreement.

Patents and Other Proprietary Rights. (a) To the best of the Company’s 's knowledge, and excluding for purposes of this section 3.10 the intellectual property rights assigned or licensed to the Company pursuant to the License Agreement, the Company owns, possesses, has a license to, has access to or can become licensed on reasonable terms under, sufficient title and ownership of all material patents, patent applications, trademarks, service marks, trade names, licensescopyrights, inventionstrade secrets, computer softwareinformation, technical information proprietary rights and copyrights processes necessary for the operation of its business as now conducted conducted, and as proposed to be conducted by the Company conducted, without conflict with no known (after reasonable inquiry) or infringement of or conflict with the rights of others (nor any basis therefor). (b) others. There are no outstanding options, licenses or agreements of any kind, express or implied, kind relating to the matters listed in subsection 3.9(a), aboveforegoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. (c) , which would be material to the Company's business as conducted or, to the best of the Company's knowledge, as proposed to be conducted. The Company has not received any communications alleging alleging, nor is the Company aware of any basis for such allegation, 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 any other proprietary rights of any other person or entity. (d) . 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 the use of such 10 employee’s commercially reasonable 's best efforts to promote the interests of the Company or that would conflict with the Company’s 's business as presently proposed to be conducted. (e) . Neither the execution and nor delivery by the Company of this Agreement or the Transaction Documents to which Company is a partyAgreement, nor the carrying on of the Company’s 's business by the employees of the Company, nor the conduct of the Company’s 's business as presently now conducted and as proposed to be conducted, will will, to the best of the 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 of such employees is now obligated. (f) . Each employee of and consultant to the Company with access to confidential or proprietary information has executed a proprietary information agreement obligating such employee or consultant to hold all such information in confidence. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company which have not been assigned or licensed to the Company.

Patents and Other Proprietary Rights. EXHIBIT F attached hereto contains a full and complete list of all patents and patent applications, trademarks and trademark applications, trade names, service marks and service xxxx applications and copyrights owned or used by the Company or in which it has any rights or licenses. The Company has entered into agreements with each of its officers, employees and consultants providing the Company, to the extent permitted by law, with title and ownership to patents, patent applications, trade secrets and inventions conceived, developed, reduced to practice by or at the direction of such person, solely or jointly, during the period of employment by the Company. Except as described in EXHIBIT F: (a) To the best of the Company’s knowledgeThe Company owns or possesses adequate licenses or other rights (or is able to obtain adequate licenses, the Company owns, possesses, has a license to, has access rights or purchase options on terms that will not materially and adversely affect its business) to or can become licensed on reasonable terms under, use all patents, patent applications, trademarks, trademark applications, trade secrets, service marks, service xxxx applications, trade names, licensescopyrights, inventions, computer softwaredrawings, technical information designs, customer lists, proprietary know-how or information, or other rights with respect thereto (collectively referred to as "MitoKor Proprietary Rights"), used in the business of the Company, and copyrights necessary for the operation same are sufficient to conduct its business as it has been conducted, is now being conducted and is currently proposed to be conducted. The operations of its the Company's business as now conducted and as currently proposed to be conducted by does not and will not conflict with or infringe, and no one has asserted to the Company that such operation conflicts with no known (after reasonable inquiry) infringement of or conflict with the infringes, any proprietary rights of others (nor claimed, owned, possessed or used by any basis therefor)third party. (b) There are no claims, disputes, actions, proceedings, suits or appeals pending against the Company with respect to any MitoKor Proprietary Rights (other than those, if any, with respect to which service of process or similar notice has not yet been made on the Company), and, to the knowledge of the Company, none has been threatened against the Company. To the knowledge of the Company, there are no facts or alleged facts which would reasonably serve as a basis for any claim that the Company does not have the unrestricted right to use, free of any rights or claims of others, all MitoKor Proprietary Rights in the development, manufacture, use, sale or other disposition of any or all products or services presently being used, furnished or sold in the conduct of the business of the Company or currently contemplated to be used, furnished or sold in the business of the Company. (c) To the knowledge of the Company, the MitoKor Proprietary Rights have not been infringed by others. (d) There are no outstanding options, licenses or agreements of any kind, express or implied, kind relating to the matters listed in subsection 3.9(a), aboveMitoKor Proprietary Rights, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. (c) 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 any proprietary rights of any other person or entity. (d) 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 the use of such employee’s commercially reasonable efforts to promote the interests of the Company or that would conflict with the Company’s business as presently conducted. (e) Neither the execution and nor delivery by the Company of this Agreement or the Transaction Documents to which Company is a partyAgreement, nor the carrying on of the Company’s 's business by the employees of the Company, nor the conduct of the Company’s 's business as presently conductedcurrently proposed, will will, to the 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 of such employees is now obligated. (f) The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.