Common use of Patents and Other Proprietary Rights Clause in Contracts

Patents and Other Proprietary Rights. The Schedule of Exceptions 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 MitoKor or in which it has any rights or licenses. MitoKor has entered into agreements with each of its officers, employees and consultants providing MitoKor, 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 MitoKor. Except as described in the Schedule of Exceptions: (a) MitoKor owns or possesses adequate licenses or other rights (or is able to obtain adequate licenses, rights or purchase options on terms that will not materially and adversely affect its business) to use all patents, patent applications, trademarks, trademark applications, trade secrets, service marks, service xxxx applications, trade names, copyrights, inventions, drawings, 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 MitoKor, and the same are sufficient to conduct its business as it has been conducted, is now being conducted and is currently proposed to be conducted. To the knowledge of MitoKor, the operations of MitoKor's business as now conducted and as currently proposed to be conducted do not and will not conflict with or infringe, and no one has asserted to MitoKor that such operations conflict with or infringes, any proprietary rights claimed, owned, possessed or used by any third party. (b) There are no claims, disputes, actions, proceedings, suits or appeals pending against MitoKor 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 MitoKor), and, to the knowledge of MitoKor, none has been threatened against MitoKor. To the knowledge of MitoKor, there are no facts or alleged facts that would reasonably serve as a basis for any claim that MitoKor 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 MitoKor or currently contemplated to be used, furnished or sold in the business of MitoKor. (c) To the knowledge of MitoKor, MitoKor Proprietary Rights have not been infringed by others. (d) There are no outstanding options, licenses or agreements of any kind relating to MitoKor Proprietary Rights, nor is MitoKor 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. (e) Neither the execution nor delivery of this Agreement, nor the carrying on of MitoKor's business by the employees of MitoKor, nor the conduct of MitoKor's business as currently proposed, will, to MitoKor'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.

Patents and Other Proprietary Rights. The Schedule of Exceptions EXHIBIT F attached hereto contains a full and complete list list, as of September 15, 2001, of all patents and patent applications, trademarks and trademark applications, trade names, service marks and service xxxx applications and copyrights owned or used by MitoKor the Company and its subsidiaries or in which it has the Company and its subsidiaries have any rights or licenses. MitoKor has The Company and its subsidiaries have entered into agreements with each of its their respective officers, employees and consultants providing MitoKorthe Company and its subsidiaries, 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 MitoKorthe Company or its subsidiaries. Except as described in the Schedule of ExceptionsEXHIBIT F: (a) MitoKor owns The Company and its subsidiaries own or possesses possess adequate licenses or other rights (or is are able to obtain adequate licenses, rights or purchase options on terms that will not materially and adversely affect its businesstheir respective businesses) to use all patents, patent applications, trademarks, trademark applications, trade secrets, service marks, service xxxx applications, trade names, copyrights, inventions, drawings, designs, customer lists, proprietary know-how or information, or other rights with respect thereto (collectively referred to as "MITOKOR PROPRIETARY RIGHTSMitoKor Proprietary Rights"), used in the business businesses of MitoKorthe Company and its subsidiaries, and the same are sufficient to conduct its business their respective businesses as it they has been conducted, is are now being conducted and is are currently proposed to be conducted. To The operation of the knowledge businesses of MitoKor, the operations of MitoKor's business Company and its subsidiaries as now conducted and as currently proposed to be conducted do does not and will not conflict with or infringe, and no one has asserted to MitoKor the Company or its subsidiaries that such operations conflict operation conflicts with or infringes, any proprietary rights claimed, owned, possessed or used by any third party. (b) There are no claims, disputes, actions, proceedings, suits or appeals pending against MitoKor the Company or its subsidiaries 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 MitoKorthe Company or its subsidiaries), and, to the knowledge of MitoKorthe Company and its subsidiaries, none has been threatened against MitoKorthe Company or its subsidiaries. To the knowledge of MitoKorthe Company and its subsidiaries, there are no facts or alleged facts that which would reasonably serve as a basis for any claim that MitoKor the Company or its subsidiaries 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 businesses of MitoKor the Company and its subsidiaries or currently contemplated to be used, furnished or sold in the business businesses of MitoKorthe Company and its subsidiaries. (c) To the knowledge of MitoKorthe Company and its subsidiaries, the MitoKor Proprietary Rights have not been infringed by others. (d) There are no outstanding options, licenses or agreements of any kind relating to the MitoKor Proprietary Rights, nor is MitoKor the Company or 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. (e) Neither the execution nor delivery of this Agreement, nor the carrying on out of MitoKor's business the businesses of the Company and its subsidiaries by the employees of MitoKorthe Company and its subsidiaries, nor the conduct of MitoKor's business the businesses of the Company and its subsidiaries as currently proposed, will, to MitoKor's knowledgethe knowledge of the Company or its subsidiaries, 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.

Patents and Other Proprietary Rights. The Schedule (i) Each of Exceptions contains a full the Company 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 MitoKor or in which it has any rights or licenses. MitoKor its Subsidiary has entered into agreements with each of its officers, employees and consultants involved in research and development work, including development of the Company’s and its Subsidiary’s products and technology providing MitoKorthe Company or its Subsidiary, 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 jointlyjointly with other of such persons, during the period of employment by MitoKorthe Company or its Subsidiary. Except as described The Company is not aware that any of its or its Subsidiary’s employees or consultants is in the Schedule of Exceptions:violation thereof.¶ (aii) MitoKor To the knowledge of the Company, the Company or its Subsidiary owns or possesses adequate licenses or other rights (or is able to obtain adequate licenses, rights or purchase options on terms that will not materially and adversely affect its business) to use all patents, patent applications, trademarks, trademark applications, trade secrets, service marks, service xxxx applications, trade names, copyrights, inventions, drawings, designs, customer lists, proprietary know-how or information, or other rights with respect thereto (collectively referred to as "MITOKOR PROPRIETARY RIGHTS"“Company Proprietary Rights”), used in the business of MitoKorthe Company or its Subsidiary, and the same Company Proprietary Rights are to the knowledge of the Company sufficient to conduct its or its Subsidiary’s business as it has been conducted, conducted and is now being conducted and is currently proposed to be conducted. , without any known conflicts with, or infringement of, the rights of others.¶ (iii) To the knowledge of MitoKor, the operations of MitoKor's business as now conducted and as currently proposed to be conducted do not and will not conflict with or infringe, and no one has asserted to MitoKor that such operations conflict with or infringes, any proprietary rights claimed, owned, possessed or used by any third party. (b) There are no claims, disputes, actions, proceedings, suits or appeals pending against MitoKor 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 MitoKor), and, to the knowledge of MitoKor, none has been threatened against MitoKor. To the knowledge of MitoKorCompany, there are no facts or alleged facts that which would reasonably serve as a basis for any claim that MitoKor the Company or its Subsidiary does not have the unrestricted right to use, free of any rights or claims of others, all MitoKor Company 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 MitoKor or currently contemplated to be used, furnished or sold in the business of MitoKor.the Company or its Subsidiary, subject to the terms, conditions and restrictions in any license agreement related to any Company Proprietary Rights.¶ (civ) To Neither the knowledge Company nor its Subsidiary has received any written communications alleging that the Company or its Subsidiary has violated or, by conducting its business as proposed, would violate any of MitoKor, MitoKor Proprietary Rights have not been infringed by others. (d) There are no outstanding options, licenses or agreements of any kind relating to MitoKor Proprietary Rights, nor is MitoKor bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets, licenses, information, secrets or other proprietary rights and or processes of any other person or entity. (e) Neither the execution nor delivery of this Agreement, nor the carrying on of MitoKor's business by the employees of MitoKor, nor the conduct of MitoKor's business as currently proposed, will, to MitoKor'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.

Patents and Other Proprietary Rights. The Schedule of Exceptions 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 MitoKor the Company or in which it has any rights or licenses. MitoKor The Company has entered into agreements with each of its officers, employees and consultants providing MitoKorthe 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 MitoKorthe Company. Except as described in the Schedule of ExceptionsEXHIBIT F: (a) MitoKor The Company owns or possesses adequate licenses or other rights (or is able to obtain adequate licenses, rights or purchase options on terms that will not materially and adversely affect its business) to use all patents, patent applications, trademarks, trademark applications, trade secrets, service marks, service xxxx applications, trade names, copyrights, inventions, drawings, designs, customer lists, proprietary know-how or information, or other rights with respect thereto (collectively referred to as "MITOKOR PROPRIETARY RIGHTSMitoKor Proprietary Rights"), used in the business of MitoKorthe Company, and the same are sufficient to conduct its business as it has been conducted, is now being conducted and is currently proposed to be conducted. To the knowledge of MitoKor, the The operations of MitoKorthe Company's business as now conducted and as currently proposed to be conducted do does not and will not conflict with or infringe, and no one has asserted to MitoKor the Company that such operations conflict operation conflicts with or infringes, any proprietary rights claimed, owned, possessed or used by any third party. (b) There are no claims, disputes, actions, proceedings, suits or appeals pending against MitoKor 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 MitoKorthe Company), and, to the knowledge of MitoKorthe Company, none has been threatened against MitoKorthe Company. To the knowledge of MitoKorthe Company, there are no facts or alleged facts that which would reasonably serve as a basis for any claim that MitoKor 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 MitoKor the Company or currently contemplated to be used, furnished or sold in the business of MitoKorthe Company. (c) To the knowledge of MitoKorthe Company, the MitoKor Proprietary Rights have not been infringed by others. (d) There are no outstanding options, licenses or agreements of any kind relating to the MitoKor Proprietary Rights, nor is MitoKor 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. (e) Neither the execution nor delivery of this Agreement, nor the carrying on of MitoKorthe Company's business by the employees of MitoKorthe Company, nor the conduct of MitoKorthe Company's business as currently proposed, will, to MitoKorthe 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.