Common use of Patents and Other Proprietary Rights Clause in Contracts

Patents and Other Proprietary Rights. (i) Each of the Company and 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 the 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 such person, solely or jointly with other of such persons, during the period of employment by the Company or its Subsidiary. The Company is not aware that any of its or its Subsidiary’s employees or consultants is in violation thereof.¶ (ii) To the knowledge of the Company, the Company or its Subsidiary owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, trade secrets, service marks, trade names, copyrights, inventions, drawings, designs, customer lists, proprietary know-how or information, or other rights with respect thereto (collectively referred to as “Company Proprietary Rights”), used in the business of the Company or its Subsidiary, and the Company Proprietary Rights are to the knowledge of the Company sufficient to conduct its or its Subsidiary’s business as it has been conducted and is now being conducted, without any known conflicts with, or infringement of, the rights of others.¶ (iii) 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 or its Subsidiary does not have the right to use, free of any rights or claims of others, all Company Proprietary Rights in the development, manufacture, use, sale or other disposition of any or all products or services presently used, furnished or sold in the business of the Company or its Subsidiary, subject to the terms, conditions and restrictions in any license agreement related to any Company Proprietary Rights.¶ (iv) Neither the 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 the patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets or other proprietary rights or processes of any other person or entity

Patents and Other Proprietary Rights. (i) Each SCHEDULE 2.13 hereto contains a full and complete list of all patents and patent applications, trademark registrations, applications for registration of trademarks, service xxxx registrations, applications for registration of service marks, and registered copyrights applied for or registered in the name of the Company or either Subsidiary. The Company and its each Subsidiary has have entered into agreements with each of its their officers, employees employees, and consultants involved in research and development work, including development of the Company’s and its Subsidiary’s products and technology providing the Company or its either Subsidiary, as the case may be, to the extent permitted by law, with title and ownership to patents, patent applications, trade secrets secrets, and inventions conceived, developed, reduced to practice by or at the direction of such person, solely or jointly with other of such personsjointly, during the period of employment by the Company or its either Subsidiary. Except as described on SCHEDULE 2.13: (a) The Company is not aware that any of its and each Subsidiary own or its Subsidiary’s employees or consultants is in violation thereof.¶ (ii) To the knowledge of the Company, the Company or its Subsidiary owns or possesses possess adequate licenses or other rights to use all patents, patent applications, trademark registrations, applications for registration of trademarks, trademark applicationsservice xxxx registrations, applications for registration of service marks, trade secrets, service marks, trade names, copyrights, inventions, drawings, designs, licenses, concepts, computer programs, technical data, customer lists, proprietary rights and processes, proprietary know-how or information, or other rights with respect thereto (collectively referred to as “Company "Proprietary Rights”"), used in the business of the Company or its and each Subsidiary, and the Company Proprietary Rights same are sufficient to the knowledge conduct their business as they have been conducted and are now being conducted. The current operations of the Company sufficient and each Subsidiary do not infringe or misappropriate, and, to conduct its or its Subsidiary’s business as it has been conducted and is now being conducted, without any known conflicts with, or infringement of, the rights of others.¶ (iii) To the knowledge of the Company, there no third party has asserted to the Company or either Subsidiary that such operations infringe or misappropriate any Proprietary Right of any third party. (b) There are no facts claims, disputes, actions, proceedings, suits or alleged appeals pending against the Company or either Subsidiary with respect to any Proprietary Rights of the Company or either Subsidiary and, to the knowledge of the Company, none has been threatened against the Company or either Subsidiary. The Company does not have knowledge of any facts which would reasonably serve as a basis for any claim that the Company or its either Subsidiary does not have the right to use, free of any rights or claims of others, use all Company Proprietary Rights in necessary for 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 either Subsidiary or currently proposed to be used, furnished or sold in the business of the Company or its either Subsidiary. (c) To the knowledge of the Company, the Proprietary Rights of the Company and each Subsidiary have not been infringed upon by others. (d) There are no outstanding licenses for the Proprietary Rights of the Company and each of the Subsidiaries, nor is the Company or either Subsidiary bound by restrictive covenants or agreements of any kind with respect to the Proprietary Rights of any third party. (e) To the knowledge of the Company, none of the Company's or either Subsidiary's 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 such employee's duties to the Company. (f) To the knowledge of the Company, neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or either Subsidiary's business by the employees of the Company and each Subsidiary, subject to nor the conduct of the Company's or either Subsidiary's business as proposed, will conflict with or result in a breach of the terms, conditions and restrictions in or provisions of, or constitute a default under, any license agreement related to or restrictive covenant or any Company Proprietary Rights.¶ (iv) Neither the Company nor its Subsidiary has received judgment, decree or order of any written communications alleging that the Company court or its Subsidiary has violated or, by conducting its business as proposed, would violate administrative agency under which any of the patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets or other proprietary rights or processes of any other person or entitysuch employees is now obligated.

Patents and Other Proprietary Rights. (i) Each The Schedule of the Company Exceptions contains a full and its Subsidiary 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 involved in research and development work, including development of the Company’s and its Subsidiary’s products and technology providing the Company or its SubsidiaryMitoKor, 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 with other of such personsjointly, during the period of employment by MitoKor. Except as described in the Company or its Subsidiary. The Company is not aware that any Schedule of its or its Subsidiary’s employees or consultants is in violation thereof.¶Exceptions: (iia) To the knowledge of the Company, the Company or its Subsidiary 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 “Company Proprietary Rights”"MITOKOR PROPRIETARY RIGHTS"), used in the business of the Company or its SubsidiaryMitoKor, and the Company Proprietary Rights same are to the knowledge of the Company sufficient to conduct its or its Subsidiary’s business as it has been conducted, is now being conducted and is now being currently proposed to be conducted, without any known conflicts with, or infringement of, the rights of others.¶ (iii) . To the knowledge of MitoKor, the Companyoperations 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 which that would reasonably serve as a basis for any claim that the Company or its Subsidiary MitoKor does not have the unrestricted right to use, free of any rights or claims of others, all Company 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 Company knowledge of MitoKor, MitoKor Proprietary Rights have not been infringed by others. (d) There are no outstanding options, licenses or its Subsidiaryagreements of any kind relating to MitoKor Proprietary Rights, subject to the terms, conditions and restrictions in any license agreement related nor is MitoKor bound by or a party to any Company Proprietary Rights.¶ (iv) Neither the Company nor its Subsidiary has received options, licenses or agreements of any written communications alleging that the Company or its Subsidiary has violated or, by conducting its business as proposed, would violate any of kind with respect to the patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets or other secrets, licenses, information, proprietary rights or 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. (i) Each EXHIBIT F attached hereto contains a full and complete 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 the Company and its Subsidiary has subsidiaries or in which the Company and its subsidiaries have any rights or licenses. The Company and its subsidiaries have entered into agreements with each of its their respective officers, employees and consultants involved in research and development work, including development of the Company’s and its Subsidiary’s products and technology providing the Company or and its Subsidiarysubsidiaries, 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 with other of such personsjointly, during the period of employment by the Company or its Subsidiarysubsidiaries. Except as described in EXHIBIT F: (a) The Company is not aware that any of and its subsidiaries own or its Subsidiary’s employees or consultants is in violation thereof.¶ (ii) To the knowledge of the Company, the Company or its Subsidiary owns or possesses possess adequate licenses or other rights (or are able to obtain adequate licenses, rights or purchase options on terms that will not materially and adversely affect their 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 “Company "MitoKor Proprietary Rights”"), used in the business businesses of the Company and its subsidiaries, and the same are sufficient to conduct their respective businesses as they has been conducted, are now being conducted and are currently proposed to be conducted. The operation of the businesses of the Company and its subsidiaries as now conducted and as currently proposed to be conducted does not and will not conflict with or infringe, and no one has asserted to the Company or its Subsidiarysubsidiaries that such operation conflicts with or infringes, and 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 the Company or its subsidiaries with respect to any MitoKor Proprietary Rights are (other than those, if any, with respect to which service of process or similar notice has not yet been made on the Company or its subsidiaries), and, to the knowledge of the Company sufficient to conduct and its subsidiaries, none has been threatened against the Company or its Subsidiary’s business as it has been conducted and is now being conducted, without any known conflicts with, or infringement of, the rights of others.¶ (iii) subsidiaries. To the knowledge of the CompanyCompany and its subsidiaries, there are no facts or alleged facts which would reasonably serve as a basis for any claim that the Company or its Subsidiary subsidiaries does not have the unrestricted right to use, free of any rights or claims of others, all Company 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 business conduct of the businesses of the Company and its subsidiaries or currently contemplated to be used, furnished or sold in the businesses of the Company and its subsidiaries. (c) To the knowledge of the 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 the Company or its Subsidiary, subject to the terms, conditions and restrictions in any license agreement related subsidiaries bound by or a party to any Company Proprietary Rights.¶ (iv) Neither the Company nor its Subsidiary has received options, licenses or agreements of any written communications alleging that the Company or its Subsidiary has violated or, by conducting its business as proposed, would violate any of kind with respect to the patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets or other secrets, licenses, information, proprietary rights or and processes of any other person or entity. (e) Neither the execution nor delivery of this Agreement, nor the carrying out of the businesses of the Company and its subsidiaries by the employees of the Company and its subsidiaries, nor the conduct of the businesses of the Company and its subsidiaries as currently proposed, will, to the 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.