Common use of Patents and Other Proprietary Rights Clause in Contracts

Patents and Other Proprietary Rights. The Company and its Subsidiaries own or possess all material patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes necessary for their business as now conducted, and as proposed to be conducted, without any known conflict with, or known infringement of, the rights of 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 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 relating to the patents, trademarks, 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, 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 received any communications 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 other proprietary rights of any other person or entity. The Company is not aware that any of the employees of the Company or any of its 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 best efforts to promote the interests of the Company and its Subsidiaries that would conflict with the business of the Company and its Subsidiaries as proposed to be conducted. Neither the execution nor delivery of the Transaction Documents, nor the carrying on of the Company’s or its Subsidiaries’ business by the employees of the Company 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 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. The Company does not believe it is or will be necessary to use any inventions of any of the Company’s or its Subsidiaries’ employees (or persons they currently 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. The To the best of the Company'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 has sufficient title and its Subsidiaries own or possess ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes necessary for their its business as now conducted, and as proposed to be conducted, without any known conflict with, with or known infringement of, of the rights of 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 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 There are no outstanding options, licenses or agreements of any kind relating to the patents, trademarks, service marks, trade names, copyrights and other proprietary rights of the Company and its Subsidiariesforegoing, 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, other than such licenses or agreements arising from which would be material to the purchase Company's business as conducted or, to the best of “off the shelf” or standard productsCompany's knowledge, as proposed to be conducted. Except as set forth in the Disclosure Schedule, neither the The Company nor any of its Subsidiaries has not received any communications 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 other proprietary rights of any other person or entity. The Company is not aware that any of the its employees of the Company or any of its Subsidiaries are 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 's best efforts to promote the interests of the Company and its Subsidiaries or that would conflict with the Company's business of the Company and its Subsidiaries as proposed to be conducted. Neither the execution nor delivery of the Transaction Documentsthis Agreement, nor the carrying on of the Company’s or its Subsidiaries’ 's business by the employees of the Company or the SubsidiariesCompany, nor the conduct of the Company or the Subsidiaries’ Company's business as now conducted and as proposed to be conducted, will, to the best of the Company’s '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. 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 use utilize any inventions of any of the Company’s or its Subsidiaries’ employees (or persons they people it currently intend intends to hire) made prior to their employment by the Company or its Subsidiaries, except for inventions, trade secrets or proprietary information that which have not been assigned or licensed 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. The Except as disclosed in Schedule 4.01(n) or the SEC Documents, (i) the Company or a Subsidiary owns or has obtained valid and its Subsidiaries own enforceable licenses or possess options for all material inventions, patents, trademarkspatent applications, trademarks (both registered and unregistered), service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes necessary for their business as now conducted, and as proposed to be conducted, without any known conflict with, or known infringement of, the rights of 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 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 relating to the patents, trademarks, 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, 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 received any communications 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 other proprietary rights of any other person or entity. The Company is not aware that any of the employees of the Company or any of its 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 best efforts to promote the interests of the Company and its Subsidiaries that would conflict with the business of the Company and its Subsidiaries as proposed to be conducted. Neither the execution nor delivery of the Transaction Documents, nor the carrying on of the Company’s or its Subsidiaries’ business by the employees of the Company or the Subsidiaries, nor the conduct of the Company or the Subsidiaries’ its business as now conducted and as proposed to be conductedconducted ("Intellectual Property"), will(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 for the products described in the SEC Documents that would preclude the Company from conducting its business as currently conducted and have a Material Adverse Effect, except for the ownership rights of the owners of the Intellectual Property licensed or optioned by the Company or a Subsidiary; (b) to the Company's knowledge, there are currently no sales of any products that would constitute an infringement by third parties of any Intellectual 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 's knowledge, conflict with threatened action, suit, proceeding or result in a breach claim by others challenging the rights of the termsCompany or a Subsidiary in or to any Intellectual Property owned, conditions licensed or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to use any inventions of any of the Company’s or its Subsidiaries’ employees (or persons they currently intend to hire) made prior to their employment optioned by the Company or its SubsidiariesSubsidiary, except for inventionsother than claims which would not reasonably be expected to have a Material Adverse Effect; (d) there is no pending or, trade secrets to the Company's or proprietary information that have been assigned to 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 its Subsidiaries. The a Subsidiary, other than non-material actions, suits, proceedings and claims; and (e) there is no pending or, to the Company's knowledge, threatened action, suit, proceeding or claim by others that the Company has taken reasonable measures to protect its material patentsor a Subsidiary infringes or otherwise violates any patent, trademarkstrademark, service markscopyright, trade namessecret or other proprietary right of others, copyrightsother than non-material actions, trade secretssuits, proceedings and claims, 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 's business does not and domain names and pending patent, trademark and copyright applicationswould not conflict with or constitute an infringement on the rights of others.

Patents and Other Proprietary Rights. The Company and its Subsidiaries own or possess To the best of Xxxxxxxx.xxx's ------------------------------------ knowledge, Xxxxxxxx.xxx possesses all material patents, patent rights, trademarks, service markstrademark rights, trade names, trade name rights, copyrights, trade secrets, information, including knowhow and other proprietary rights and processes ("Proprietary Information") ----------------------- necessary for their to conduct its business as now conducted, being conducted and as proposed to be conductedconducted without conflict with or infringement upon any valid rights of others and the lack of which would have a Material Adverse Effect on Xxxxxxxx.xxx, without and Xxxxxxxx.xxx has not received any known notice of infringement upon or conflict with, or known infringement of, with the asserted rights of 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 Except as disclosed in the ordinary course of business, are in full force and effect and no notice has been given on either side to terminate any 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 sentenceXxxxxxxx.xxx Disclosure Schedule, there are no material outstanding options, licenses or agreements of any kind relating to the patents, trademarks, service marks, trade names, copyrights and other proprietary rights of the Company and its SubsidiariesXxxxxxxx.xxx's Proprietary Information, nor is the Company or any of its Subsidiaries 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, entity 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 received any communications 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 other proprietary rights of any other person or entity. The Company Xxxxxxxx.xxx is not aware that any of the its employees of the Company or any of its Subsidiaries are 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 best efforts their duties to promote the interests of the Company and its Subsidiaries Xxxxxxxx.xxx or that would conflict with the Xxxxxxxx.xxx's business of the Company and its Subsidiaries as proposed to be conducted. Neither the execution nor delivery of the Transaction Documentsthis Agreement, nor the carrying on of the Company’s or its Subsidiaries’ Xxxxxxxx.xxx's business by the employees of the Company or the SubsidiariesXxxxxxxx.xxx, nor the conduct of the Company or the Subsidiaries’ Xxxxxxxx.xxx's business as now conducted and as proposed to be conductedproposed, will, to the Company’s 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. The Company Xxxxxxxx.xxx does not believe it is or will be necessary for Xxxxxxxx.xxx to use utilize any inventions Proprietary Information of any of the Company’s or its Subsidiaries’ employees (or persons they currently intend to hire) made prior to their employment by the Company or its SubsidiariesXxxxxxxx.xxx, 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.for