Common use of Patents, Licenses, etc Clause in Contracts

Patents, Licenses, etc. The Contributed Subsidiaries own, free and clear of all encumbrances, restrictions, liens, security interests and charges, and has good and marketable title to, or holds adequate licenses or otherwise possesses all such rights as are necessary to use all Intellectual Property. To the knowledge of ZGNA and ZBI, one or more of the Contributed Subsidiaries has the right to use the names "Zuellig Botanicals" (but not "Zuellig Botanicals Powders"), and "ZetaPharm" as a trade name or xxxx for the purposes for which they have been used in the United States. Set forth on Section 5.17 of ZGNA Disclosure Schedule is a list of the significant marks and names used by each Contributed Subsidiary. None of the Contributed Subsidiaries has received notice nor has knowledge of any conflict or alleged conflict with the rights of others pertaining to the Intellectual Property described in this Section 5.17 where the effect of such conflict could have a Subsidiary Material Adverse Effect. To ZGNA's and the Contributed Subsidiaries' best knowledge, the Contributed Subsidiaries' business, as presently conducted, and as proposed to be conducted, does not infringe upon or violate any patent rights, copyrights, marks, names, trade names or trade secrets of others. To ZGNA's and the Contributed Subsidiaries' best knowledge, the Contributed Subsidiaries have the right to use all trade secrets, processes, customer lists and other rights incident to their respective businesses as now conducted. To ZGNA's and the Contributed Subsidiaries' best knowledge, no employee of the Contributed Subsidiaries has violated any employment agreement, non-compete agreement, or proprietary information agreement which he or she had with a previous employer or other person, or any intellectual property policy of such employer, or is a party to or threatened by any litigation concerning any patents, marks, trade secrets, service names, trade names, copyrights, licenses and the like.

Patents, Licenses, etc. The Contributed (i) Except as described in the 1997 Form 10-KSB and except with respect to the security interest granted or assumed in connection with the Company's acquisition of the Midwest Division of Hearing Health Services, Inc., and the security interest granted to Royal Bank of Canada by Sonus-Canada Ltd., the Company or one of its Subsidiaries ownowns, free and clear of all encumbrances, restrictions, liens, security interests and charges, and has good and marketable title to, or holds adequate licenses or otherwise possesses all such rights as are necessary to use all patents (and applications therefor), patent disclosures, trademarks, service marks, trade names, copyrights (and applications therefor), integrated circuit topographies, inventions, discoveries, processes, know-how, scientific, technical, engineering and marketing data, formulae and techniques used or proposed to be used, in or necessary for the conduct of its business as now conducted or as proposed to be conducted (collectively, "Intellectual Property. To the knowledge of ZGNA and ZBI, one or more of the Contributed Subsidiaries has the right to use the names "Zuellig Botanicals" (but not "Zuellig Botanicals Powders"), and "ZetaPharm" as a trade name or xxxx for . (ii) Neither the purposes for which they have been used in the United States. Set forth on Section 5.17 Company nor any of ZGNA Disclosure Schedule is a list of the significant marks and names used by each Contributed Subsidiary. None of the Contributed its Subsidiaries has received notice nor otherwise has knowledge reason to know of any conflict or alleged conflict with the rights of others pertaining to the Intellectual Property described in this Section 5.17 3(o) where the effect of such conflict could have a Subsidiary Material Adverse Effect. To ZGNAthe Company's and the Contributed Subsidiaries' best knowledge, the Contributed Subsidiaries' Company's business, as presently conducted, conducted and as proposed to be conducted, does not infringe upon or violate any patent rights, copyrights, marks, names, trade names rights or trade secrets of others. To ZGNAthe Company's and the Contributed Subsidiaries' best knowledge, the Contributed Company and its Subsidiaries have the right to use all trade secrets, processes, customer lists and other rights incident to their respective businesses as now conducted or as proposed to be conducted. . (iii) To ZGNA's the best knowledge of the Chief Executive Officer and Chief Financial Officer of the Contributed Subsidiaries' best knowledgeCompany, no employee of the Contributed Company or any of its Subsidiaries has violated any employment agreement, non-compete agreement, agreement or proprietary information agreement which he or she had with a previous employer or other person, or any intellectual property patent policy of such employer, or is a party to or threatened by any litigation concerning any patents, markstrademarks, trade secrets, service names, trade names, copyrights, licenses and the like.

Patents, Licenses, etc. The Contributed Principal or one of the Principal Subsidiaries owneither owns, free and clear of all encumbrances, restrictions, liens, security interests and charges, and has good and marketable title to, or holds adequate licenses or otherwise possesses all such rights as are necessary to use all patents (and applications therefor), patent disclosures, trademarks, service marks, trade names, copyrights (and applications therefor), inventions, discoveries, processes, know-how, scientific, technical, engineering and marketing data, formulae and techniques used or proposed to be used, in or necessary for the conduct of its business as now conducted or as proposed to be conducted (collectively, "Principal Intellectual Property"). To the knowledge of ZGNA and ZBI, one or more The Principal Intellectual Property is listed in Section 4.16 of the Contributed Subsidiaries has the right to use the names "Zuellig Botanicals" (but not "Zuellig Botanicals Powders"), and "ZetaPharm" as a trade name or xxxx for the purposes for which they have been used in the United States. Set forth on Section 5.17 of ZGNA Principal Disclosure Schedule is a list of the significant marks and names used by each Contributed SubsidiarySchedule. None of Principal nor any of the Contributed Principal Subsidiaries has received notice nor otherwise has knowledge reason to know of any conflict or alleged conflict with the rights of others pertaining to the Intellectual Property described in this Section 5.17 4.16 where the effect of such conflict could have result in a Subsidiary Principal Material Adverse Effect. To ZGNAPrincipal's and the Contributed Subsidiaries' best knowledge, Principal's business and the Contributed Subsidiaries' businessbusiness of any Principal Subsidiary, as presently conducted, conducted and as proposed to be conducted, does not infringe upon or violate any patent rights, copyrights, marks, names, trade names rights or trade secrets of othersothers and neither Principal nor any Principal Subsidiary has received notice of any such claim infringement or violation. To ZGNAPrincipal's and the Contributed Subsidiaries' best knowledge, Principal and the Contributed Principal Subsidiaries have the right to use all trade secrets, processes, customer lists and other rights incident to their respective businesses as now conducted or as proposed to be conducted. To ZGNAPrincipal's and the Contributed Subsidiaries' best knowledge, no employee of Principal or any of the Contributed Principal Subsidiaries has violated any employment agreement, non-compete agreement, agreement or proprietary information agreement which he or she had with a previous employer or other person, or any intellectual property patent policy of such employer. To Principal's best knowledge, none of Principal and any of the Principal Subsidiaries, or any of their respective employees, is a party (in each case, as a defendant) to or threatened by any litigation concerning claiming that it is infringing on any patents, markstrademarks, trade secrets, service names, trade names, copyrights, licenses and the like.

Patents, Licenses, etc. The Contributed Coventry or one of the Coventry Subsidiaries ownowns, free and clear of all encumbrances, restrictions, liens, security interests and charges, and has have good and marketable title to, or holds hold adequate licenses or otherwise possesses possess all such rights as are necessary to use all patents (and applications therefor), patent disclosures, trademarks, service marks, trade names, copyrights (and applications therefor), inventions, discoveries, processes, know-how, scientific, technical, engineering and marketing data, formulae and techniques used or proposed to be used, in or necessary for the conduct of its business as now conducted or as proposed to be conducted (collectively, "Coventry Intellectual Property"). To the knowledge of ZGNA and ZBI, one or more The Intellectual Property is listed in Section 3.16 of the Contributed Subsidiaries has the right to use the names "Zuellig Botanicals" (but not "Zuellig Botanicals Powders"), and "ZetaPharm" as a trade name or xxxx for the purposes for which they have been used in the United States. Set forth on Section 5.17 of ZGNA Coventry Disclosure Schedule is a list of the significant marks and names used by each Contributed SubsidiarySchedule. None of Coventry and any of the Contributed Coventry Subsidiaries has received notice nor otherwise has knowledge reason to know of any conflict or alleged conflict with the rights of others pertaining to the Intellectual Property described in this Section 5.17 3.16 where the effect of such conflict could have result in a Subsidiary Coventry Material Adverse Effect. To ZGNACoventry's and the Contributed Subsidiaries' best knowledge, Coventry's business, and the Contributed Subsidiaries' businessbusiness of any Coventry Subsidiary, as presently conducted, conducted and as proposed to be conducted, does not infringe upon or violate any patent rights, copyrights, marks, names, trade names rights or trade secrets of othersothers and neither Coventry nor any Coventry Subsidiary has received notice of any such claim infringement or violation. To ZGNACoventry's and the Contributed Subsidiaries' best knowledge, Coventry and the Contributed Coventry Subsidiaries have the right to use all trade secrets, processes, customer lists and other rights incident to their respective businesses as now conducted or as proposed to be conducted. To ZGNACoventry's and the Contributed Subsidiaries' best knowledge, no employee of Coventry or any of the Contributed Coventry Subsidiaries has violated any employment agreement, non-compete agreement, agreement or proprietary information agreement which he or she had with a previous employer or other person, or any intellectual property patent policy of such employer, or is a party (in each case, as a defendant) to or threatened by any litigation concerning claiming that it is infringing on any patents, markstrademarks, trade secrets, service names, trade names, copyrights, licenses and the like.