Common use of Patents, Trademarks, Etc Clause in Contracts

Patents, Trademarks, Etc. Set forth in Schedule II is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II is a list ------------------------- ----------- and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, or threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in on Schedule II 2.13 is a list and brief description of all domestic and foreign material patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, applications trade names and registered copyrights, copyrights and all applications for such which that are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists secrets and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and to conduct and market any educational course or program now marketed or conducted by the Company and no claim is pending or, to the best knowledge of the Company's knowledgeCompany and the Principal Shareholders, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, andor that the Company does not have the right to market any educational course or program, to the best of the Company's knowledge, and there is no known basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best knowledge of the Company's knowledgeCompany and the Principal Shareholders, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no known basis for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxxlications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxxlications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, or threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). All prior art known to the Company which may be or may have been pertinent to the examination of any United States patent or patent application listed in Schedule II has been cited to the United States Patent and Trademark Office. To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II Exhibit C-2 is a list and brief description ------------------------ ----------- of all domestic and foreign an patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names names, and registered copyrights, and all au applications for such which therefor that are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. right and any material limitations on such right The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know know-how (collectively, "Intellectual Property") necessary or desirable to the conduct of --------------------- its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledgeknowledge (limited to the knowledge of the Executive Officers), threatened threatened, to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledgeknowledge (limited to the knowledge of the Executive Officers) threatened, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, all material technical information developed by and belonging to the Company which that has not been patented or disclosed in a patent application has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. (a) Set forth in Section 2.9(a) of the Disclosure Schedule II is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Except as set forth in Section 2.9(a) of the Disclosure Schedule, the Company owns or possesses adequate fully paid or perpetual licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know know-how (collectively, "“Intellectual Property"”) necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's ’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's ’s knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's ’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, all technical information developed by and belonging All prior art known to the Company which has not may be or may have been patented pertinent to the examination of any United States patent or patent application listed in Section 2.9(a) of the Disclosure Schedule has been kept confidentialcited to the United States Patent and Trademark Office. The Company has entered into a written agreement with each past and present employee of the Company, consultant, advisor and independent contractor who may have or have had access to the Intellectual Property that requires such employee, consultant, advisor and independent contractor to protect the confidentiality of all of the Intellectual Property, to not use any of the Intellectual Property other than on behalf of the Company, and to assign to the Company all of such person’s right, title and interest with respect to all work and inventions relating to the Company or the Intellectual Property. The Company has taken reasonable precautions to maintain the confidentiality of its trade secrets, know-how and other confidential Intellectual Property in connection with any disclosure to customers and potential customers of the Company who may have or have had access to such Intellectual Property. Except as set forth in Section 2.9(a) of the Disclosure Schedule, the Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxxlications, trade names and registered copyrights, and all applications for such such, which are in the process of being prepared, owned by or registered in the name of the Company, Company or are in the process of being prepared or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxxlications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists secrets and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's Company"s knowledge, threatened threatened, to the effect that the operations operation of the Company infringe infringes upon or conflict conflicts with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, or threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's Company"s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company's Company"s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the CompanyCompany except as set forth in Schedule II.

Patents, Trademarks, Etc. Set forth in Schedule II is a list and brief description of all domestic and foreign The Company has no patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in except as set forth on Schedule 2.6. To the process of being prepared, owned by or registered in the name best of the Company's knowledge, or of which no claim is pending nor has the Company is a licensor or licensee or in which received notice to the effect that the operations of the Company has infringe or will infringe upon or conflict with the asserted rights of any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all Person under any patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists secrets and know know-how (collectively, "“Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted”), and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's ’s knowledge, there is no basis for any such claim (whether or not pending or threatened). There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses, or agreements of any kind with respect to the Intellectual Property of any other Person, except as set forth on Schedule 2.6. The Company is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of or licensor or other claimant to any Intellectual Property, with respect to the conduct of its business or otherwise. No claim is pending or, to the best of the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or or, to the Company's knowledge, threatened). To The Company has used its best efforts to insure that, and to the best of the Company's its knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity Person any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II 6(i) is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The To the best of the Company's knowledge, the Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, or threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best knowledge of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). All prior art known to the Company which may be or may have been pertinent to the examination of any United States patent or patent application listed in Schedule 6(i) has been cited to the United States Patent and Trademark Office. To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists secrets and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, or threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II is SCHEDULE 3.15 contains a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists secrets and know how (collectively, "Intellectual PropertyINTELLECTUAL PROPERTY") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person Person under any Intellectual Property, and, and to the best knowledge of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best knowledge of the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, and to the best knowledge of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Except as set forth in SCHEDULE 3.15, the Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II 2.14 is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the CompanyNDA, or of which the Company NDA is a licensor or licensee or in which the Company NDA has any right, and in each case a brief description of the nature of such right. The Company NDA owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists secrets and know know-how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the CompanyNDA's knowledge, threatened to the effect that the operations of the Company NDA infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). To the best of NDA's knowledge, no claim is pending or threatened to the Companyeffect that any such Intellectual Property owned or licensed by NDA, or which NDA otherwise has the right to use, is invalid or unenforceable by NDA, and there is no basis for any such claim (whether or not pending or threatened). To the best of NDA's knowledge, all technical information developed by and belonging to the Company NDA which has not been patented has been kept confidential. The Company NDA has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the CompanyNDA, except to UniHolding and its related companies.

Patents, Trademarks, Etc. (a) Set forth in on Schedule II 3.12 is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which that are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and except licenses to commercially available software legally in each case a brief description the possession of the nature Company and having a purchase price of such rightless than $5,000 per copy. The Company owns and possesses sufficient legal right, title and interest in and to, or possesses adequate has obtained licenses or other rights to use use, all patentssoftware, patent applicationssoftware tools, trademarks, trademark applications, service marks, service xxxx applications, trade namesworks of authorship, copyrights, manufacturing processesknow-how, formulaetrade secrets and registered trade names (and to its actual best knowledge owns and possesses sufficient legal right, title and interest in and to, or has obtained licenses to use, all patentable inventions and common law tradenames) used in or necessary for the conduct of its Business, free and clear of all liabilities, charges, liens, pledges, mortgages, restrictions, adverse claims, security interests, rights of others and encumbrances (including, without limitation, distribution rights) (all of which are referred to as “Proprietary Rights”), except, in each case, where such failure would not constitute a Material Adverse Change. No claims have been asserted against the Company (and to the best knowledge of the Company there are no claims which are reasonably likely to be asserted against the Company or which have been asserted against others) by any person challenging the Company’s use or distribution of any trademarks, tradenames, copyrights, works of authorship, trade secrets, customer lists and know software, technology, know-how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of processes utilized by the Company infringe upon or conflict with challenging or questioning the asserted rights validity or effectiveness of any other person under any Intellectual Property, and, to the best of the Company's knowledge, there is no basis for any such claim (whether license or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened)agreement relating thereto. To the best knowledge of the Company's knowledge, all technical information developed the use of any trademarks, tradenames, copyrights, works of authorship, software, technology, know-how or processes by and belonging to the Company which has in its Business does not been patented has been kept confidential. The Company has not granted infringe on the rights of, constitute misappropriation of, or assigned to in any other way involve unfair competition with respect to, any proprietary information or intangible property right of any third person or entity entity, including, without limitation, any right to manufacturepatent, have manufacturedtrade secret, assemble copyright, trademark or sell the products or proposed products or to provide the services or proposed services of the Companytradename.

Patents, Trademarks, Etc. Set forth in Schedule SCHEDULE II is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxxlications, trade names and registered copyrights, and all applications for such such, which are in the process of being prepared, owned by or registered in the name of the Company, Company or are in the process of being prepared or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxxlications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists secrets and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened threatened, to the effect that the operations operation of the Company infringe infringes upon or conflict conflicts with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, or threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the CompanyCompany except as set forth in SCHEDULE II.

Patents, Trademarks, Etc. Set forth in Schedule II 5.13 is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, trade names and registered copyrights, and all applications applicaxxxxs for such which are in the process of being prepared, owned by or registered in the name of the CompanyUCT, or of which the Company UCT is a licensor or licensee or in which the Company UCT has any right, and in each case a brief description of the nature of such right. The Company UCT owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, trade names, copyrights, manufacturing processesprocesxxx, formulae, trade secrets, customer lists secrets and know know-how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the CompanyGUCT's knowledge, threatened to the effect that the operations of the Company UCT infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). To the best of GUCT's or UCT's knowledge, no claim is pending or threatened to the Companyeffect that any such Intellectual Property owned or licensed by UCT, or which UCT otherwise has the right to use, is invalid or unenforceable by UCT, and there is no basis for any such claim (whether or not pending or threatened). To the best of GUCT's or UCT's knowledge, all technical information developed by and belonging to the Company UCT which has not been patented has been kept confidential. The Company UCT has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the CompanyUCT.

Patents, Trademarks, Etc. Set forth in Schedule II is a list and brief description of all domestic and foreign patentsAs used herein, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all "INTELLECTUAL PROPERTY" shall mean patents, patent applications, trademarkspatent rights, trademark applicationsbiological materials, service marks, service xxxx applications, trade names, copyrightsinformation, manufacturing processestechniques, data, designs, concepts, technical information, inventions, developments, discoveries, software, know-how, methods, techniques, formulae, trade secrets, customer lists processes and know how other proprietary ideas. The Company has licensed from third parties the Intellectual Property covered by the license agreements listed on SCHEDULE 3.13 (collectively, the "INTELLECTUAL PROPERTY AGREEMENTS"). The Company possesses or has valid and sufficient rights to use the Intellectual Property") necessary or desirable to the conduct of Property used in its business as currently conducted and or as proposed to be conducted, and no claim is pending or, to the best of . The Company has not received notice from a third party that the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted intellectual property rights of any other person under any Intellectual Property, such third party and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened)third party to do so. No claim is pending or, to the best of the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which of the Company otherwise has the right to use, is or any Intellectual Property Agreements are invalid or unenforceable by the Company, and, . The Company has taken reasonable precautions to the best of the Company's knowledge, there is no basis for any such claim (whether maintain as confidential all material and protectable technical or not pending or threatened). To the best of the Company's knowledge, all technical other proprietary information developed by and belonging to the Company which has not been patented and, to the Company's knowledge, such information has been kept confidentialconfidential pursuant to appropriate arrangements for confidentiality. The Except as set forth on SCHEDULE 3.13 hereto, the Company has not granted or assigned to any other person or entity Person any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company (other than agreements to provide services to the Company) which is not terminable on notice by the Company without cost or other liability to the Company.

Patents, Trademarks, Etc. Set forth in Schedule II is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, the Company and its subsidiaries own, or have the right to use all technical patents trademarks, service names, trade names, copyrights, licenses, trade secrets, information developed or other proprietary rights necessary to their business as now conducted or proposed to be conducted without conflict with or infringement of the rights of others, and have not received a notice that they are infringing upon or otherwise acting adversely to the right or claimed right of any person under or with respect to any of the foregoing, and to the Company's best knowledge there is no basis for any such claim. The Company is not aware of any violation by and belonging a third party of any patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights of the Company or its subsidiaries. The Company is not aware that any employees of the Company or its subsidiaries are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreements, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company which has not been patented has been kept confidentialor its subsidiaries or that would conflict with the business of the Company or its subsidiaries as proposed to be conducted (as described in the Company's Form 10-KSB for the fiscal year ended December 31, 1997). The Company has does not granted believe it is or will be necessary for the Company or its subsidiaries to utilize any inventions of any of their employees made prior to the commencement of their employment, except for inventions that have been assigned to the Company or its subsidiaries. Schedule 3.9 hereto contains a complete list of the Company's and its subsidiaries' patents and registered trademarks, service marks, trade names, and copyrights, and all pending applications therefor. Except as set forth in Schedule 3.9 hereto, there are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is 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 any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Companyentity.

Patents, Trademarks, Etc. Set forth in Schedule II is ------------------------ ----------- a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to and the best of the Company's knowledge, Company reasonably believes that there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, or threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). All prior art known to the Company which may be or may have been pertinent to the examination of any United States patent or patent application listed in Schedule II has been cited to the ----------- United States Patent and Trademark Office. To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II 2.14 is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxplications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the CompanyNDA, or of which the Company NDA is a licensor or licensee or in which the Company NDA has any right, and in each case a brief description of the nature of such right. The Company NDA owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxplications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists secrets and know know-how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the CompanyNDA's knowledge, threatened to the effect that the operations of the Company NDA infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). To the best of NDA's knowledge, no claim is pending or threatened to the Companyeffect that any such Intellectual Property owned or licensed by NDA, or which NDA otherwise has the right to use, is invalid or unenforceable by NDA, and there is no basis for any such claim (whether or not pending or threatened). To the best of NDA's knowledge, all technical information developed by and belonging to the Company NDA which has not been patented has been kept confidential. The Company NDA has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.services

Patents, Trademarks, Etc. Set forth in Schedule II is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxxlications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all an patents, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxxlications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, and to the best of the Company's knowledge, our knowledge there is no basis for any such claim (whether or not pending or threatened). No To our knowledge, no claim is pending or, to the best of the Company's knowledge, or threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II I is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names names, copyrights and registered copyrightscopyright registrations, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, copyright registrations, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, or threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). All prior art known to the Company which may be or may have been pertinent to the examination of any United States patent or patent application listed in Schedule I has been cited to the United States Patent and Trademark office. To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxxlications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxxlications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, and to the best of the Company's knowledge, knowledge there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of To the Company's knowledge, no claim is pending or threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II is a ------------------------ ----------- list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to and the best of the Company's knowledge, Company reasonably believes that there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, or threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). All prior art known to the Company which may be or may have been pertinent to the examination of any United States patent or patent application listed in Schedule II has been cited to the United States Patent and Trademark ----------- Office. To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II I is a list ------------------------ ---------- and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to and the best of the Company's knowledge, Company reasonably believes that there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, or threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). All prior art known to the Company which may be or may have been pertinent to the examination of any United States patent or patent application listed in Schedule I has been cited to the United ---------- States Patent and Trademark Office. To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II is a list and ------------------------ ----------- brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II is a list ------------------------- ----------- and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to and the best of the Company's knowledge, Company reasonably believes that there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to and the best of the Company's knowledge, Company reasonably believes that there is no basis for any such claim (whether or not pending or threatened). All prior art known to the Company which may be or may have been pertinent to the examination of any United States patent or patent application listed in Schedule II has been cited to the United ----------- States Patent and Trademark Office. To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. (a) Set forth in Schedule II is a ------------------------ ----------- list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company as conducted and as proposed to be conducted infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, and to the best of the Company's knowledge, knowledge there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in on Schedule II 2.13 attached ------------------------- ------------- hereto is a list and brief description of all domestic and foreign material patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which that are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description . To the best knowledge of the nature of such right. The Company, the Company owns or and possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists secrets and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no . No claim is pending or, to the best knowledge of the Company's knowledgeCompany threatened, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, and there is no basis known to the Company for any such claim (whether or not pending or threatened). No claim is pending or, to the best knowledge of the Company's knowledge, threatened threatened, to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis known to the Company for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, all All material confidential technical information developed by and belonging to the Company which has not been patented or copyrighted has been kept confidentialprotected against unauthorized use or disclosure in accordance with standards prevailing in the industry in which the Company operates. The Except as set forth on Schedule 2.13, the Company has not granted or ------------- assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company. No current or former stockholder, employee, officer or director of the Company has (directly or indirectly) any right, title or interest in any of the rights described on Schedule 2.13 other than such right which such Person may enjoy as a stockholder ------------- of the Company.

Patents, Trademarks, Etc. (a) Set forth in Schedule II is a list and brief description of all ----------- domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company as conducted and as proposed to be conducted infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, and to the best of the Company's knowledge, knowledge there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, all technical information developed by and belonging to the Company which that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxxlications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxxlications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, or threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). The Company has performed all acts necessary and has paid all fees and taxes required to maintain all registrations and applications of all such Intellectual Property in full force and effect. The Company is not, nor will it be, as a result of the performance of any obligations hereunder, in breach of any license or any other agreement to which it is a party relating to any Intellectual Property. All prior art known to the Company which may be or may have been pertinent to the examination of any United States patent or patent application listed in Schedule II has been cited to the United States Patent and Trademark Office. To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company. To the Company's best knowledge, no third party is infringing or has infringed upon any Intellectual Property of the Company nor is the Company infringing upon the Intellectual Property of any third party.

Patents, Trademarks, Etc. Set forth in Schedule II is a ------------------------ ----------- list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to and the best of the Company's knowledge, Company reasonably believes that there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to and the best of the Company's knowledge, Company reasonably believes that there is no basis for any such claim (whether or not pending or threatened). All prior art known to the Company which may be or may have been pertinent to the examination of any United States patent or patent application listed in Schedule II has been cited to the ----------- United States Patent and Trademark Office. To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. Set forth in Schedule II 2.09 of the Disclosure Schedule is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, or threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether or not pending or threatened). All prior art known to the Company which may be or may have been pertinent to the examination of any United States patent or patent application listed in Schedule 2.09 of the Disclosure Schedule has been cited to the United States Patent and Trademark Office. To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company. The Company is not aware that any other Person is using any of the Company's Intellectual Property without Company authorization.

Patents, Trademarks, Etc. Set (a) Schedule 3.12 hereto sets forth in Schedule II is a list and brief description of all Universal Resource Locators ("URLs"), domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and registered copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, trade names and copyrights owned by or registered xx xhe name of the Company or any Subsidiary, or with respect to which the Company or any Subsidiary is a licensor or licensee (and all applications therefor that are in the process of being prepared by or on behalf of the Company or any Subsidiary). The Company and each of its Subsidiaries, owns or possesses adequate licenses or other rights to use all URLs, patents, trademarks, service marks, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know know-how (collectively, "Intellectual Property") listed on Schedule 3.12 and all Intellectual Property necessary or desirable to the conduct of its business their respective businesses as presently conducted and as or proposed to be conducted, and no . No claim is pending or, to and neither the best of the Company's knowledge, threatened Company nor any Subsidiary has received written notice from any third party to the effect that the operations of the Company or any Subsidiary infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, and to the best knowledge of the Company's knowledge, Company there is no basis for any such claim (whether to be made or not pending or threatened)notice to be given. No claim is pending or, to the best of the Company's knowledge, threatened and neither theCompany nor any Subsidiary has received written notice from any third party to the effect that any such Intellectual Property owned used under color of ownership or licensed by the CompanyCompany or any Subsidiary, or which the Company or any Subsidiary uses or otherwise believes it has the right to use, use is invalid or unenforceable by the CompanyCompany or any Subsidiary, and, to the best of the Company's knowledge, and there is no basis for any such claim (whether to be made or not pending or threatened)notice to be given. To the best of the Company's knowledge, all All technical information developed by and belonging to the Company which or any Subsidiary that has not been patented has been kept confidential. The Neither the Company nor any Subsidiary has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble sell or sell the products or proposed products or to provide the services offered by the Company or proposed services of the Companyany Subsidiary.

Patents, Trademarks, Etc. Set forth in Schedule II 6(i) is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, trade names and registered copyrights, and all applications for such xxxh which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The To the best of the Company's knowledge, the Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, trade names, copyrights, manufacturing processes, formulaeformxxxx, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company's knowledge, or threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best knowledge of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). All prior art known to the Company which may be or may have been pertinent to the examination of any United States patent or patent application listed in Schedule 6(i) has been cited to the United States Patent and Trademark Office. To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.