Common use of Patents, Trademarks Clause in Contracts

Patents, Trademarks. Trade names; Etc. (a) Schedule 5.12(a) lists: (i) all patents held by Seller and all reissues, divisions, continuations, continuations in part and extensions thereof and all pending patent applications by Seller including for each such patent the serial or patent number, country, filing and expiration date and title; (ii) all registered trademarks of Seller and pending registrations by Seller of trademarks, including for each such trademark, the registration number, country, filing and expiration date, mark xxx class; (iii) all registered copyrights of Seller and applications by Seller for registration of copyrights, including the registration number, country and filing and expiration date of each such copyright; and (iv) a general description of all know-how and proprietary information in the nature of trade secrets of Seller. (b) Schedule 5.12(b) identifies all licenses and other contracts or commitments to which Seller is a party (either as licensor or licensee) or otherwise subject relating to patents, trademarks, trade names or copyrights (or applications for any thereof), trade secrets or other proprietary know-how or technical information or assistance; and no claims have been asserted by any person to the use of any such patents, trademarks, trade names, copyrights, technology, know-how or processes or challenging or questioning the validity or effectiveness of any such license or agreement, and there is no valid basis for any such claim. (c) Seller's use and transfer to Purchaser pursuant to this Agreement of the trademark and trade name "Akemi" do not infringe or violate the rights of any other person. To the best knowledge of Seller and Parent, Seller has not infringed upon any patent, trademark, trade name or copyright or misappropriated or misused any invention, trade secret or other proprietary information entitled to legal protection, and Seller has not been alleged to have infringed upon any patent, etc., except as set forth in Schedule 5.12. Seller has never asserted any claim of infringement, misappropriation or misuse. (d) Each item identified in Schedule 5.12(b) is a valid, legally binding obligation of all parties thereto, enforceable in accordance with its terms. With respect to each there is no default (or event which with the giving of notice and/or passage of time would constitute a default) by any party thereto. (e) Except as listed on Schedule 5.12, Seller has not granted any outstanding licenses or other rights to any copyright, patent, invention, know-how, technology, trade secret, innovation, formula, process, trademark or trade name listed on Schedule 5.12(a), nor is Seller under any obligation to grant the same, nor has Seller given any indemnification for patent, copyright or trademark infringement as to any equipment, materials or supplies manufactured, produced or sold by it.

Patents, Trademarks. Trade names; Etc. (a) Schedule 5.12(a) lists: (i) all patents held by Seller and all reissuesTo Schlumberger's knowledge, divisionsno patents, continuations, continuations in part and extensions thereof and all pending patent applications by Seller including for each such patent the serial or patent number, country, filing and expiration date and title; (ii) all registered trademarks of Seller and pending registrations by Seller of trademarks, including for each such trademark, the registration number, country, filing and expiration date, mark xxx class; (iii) all registered copyrights of Seller and applications by Seller for registration of copyrights, including the registration number, country and filing and expiration date of each such copyright; and (iv) a general description of all know-how and proprietary information in the nature of trade secrets of Seller. (b) Schedule 5.12(b) identifies all licenses and other contracts or commitments to which Seller is a party (either as licensor or licensee) or otherwise subject relating to patentsinventions, trademarks, trade names or copyrights (or applications for any thereof)names, brandmarks, brand names, copyrights, registrations, applications, trade secrets or confidential or proprietary information are necessary for the conduct of the Schlumberger Drilling Fluids Business as now conducted, other than those listed in Exhibit 2.4-1. Except as described in Exhibit 2.4-1, Schlumberger owns, subject to any outstanding licenses to third parties or other agreements shown on Exhibit 2.4-1, all such patents, inventions, trademarks, trade names, brandmarks, brand names, copyrights, registrations, trade secrets or confidential or proprietary knowinformation. Schlumberger is not a licensor in respect of any such patents, inventions, trademarks, trade names, brandmarks, brand names, copyrights, registrations, applications, trade secrets or confidential or proprietary information therefor except as disclosed in Exhibit 2.4-how 1. No warranty or technical information representation is made or assistanceimplied with respect to the validity of any such patents, inventions, marks, copyrights, secret information, or names or with respect to the infringement of Schlumberger of any unlicensed third party patent; and no claims have been however, Schlumberger has not received notice of any infringement of or conflict with the asserted by any person rights of others with respect to the use of any such rights. The royalties or other remuneration payable by Schlumberger with respect to its uses of patents and similar rights owned by others do not exceed the rates shown on Exhibit 2.4-1. Schlumberger owns or has the right and license to use all such rights necessary to carry on the full scope of the Schlumberger Drilling Fluids Business, and all such rights and licenses are listed on the applicable Exhibits. Except as set forth in the foregoing Exhibits, Schlumberger, in the conduct of the businesses of the Schlumberger Drilling Fluids Business, has not received written notice of any violation, and does not reasonably believe that it is in violation of any patent, patent license, trade name, trademark, brandmarks, brand names or copyrights of others. No employee of the Schlumberger Drilling Fluids Business owns, directly or indirectly, in whole or in part, any patents, inventions, trademarks, trade names, brandmarks, brand names, copyrights, technologyregistrations, know-how or processes or challenging or questioning the validity or effectiveness of any such license or agreement, and there is no valid basis for any such claim. (c) Seller's use and transfer to Purchaser pursuant to this Agreement of the trademark and trade name "Akemi" do not infringe or violate the rights of any other person. To the best knowledge of Seller and Parent, Seller has not infringed upon any patent, trademarkapplications, trade name secrets or copyright confidential or misappropriated or misused any invention, trade secret or other proprietary information entitled to legal protectiontherefor or interest therein that the Schlumberger Drilling Fluids Business have used, and Seller has not been alleged to have infringed upon any patent, etcare currently using or the use of which is necessary for its business as now conducted., except as set forth in Schedule 5.12. Seller has never asserted any claim of infringement, misappropriation or misuse. (d) Each item identified in Schedule 5.12(b) is a valid, legally binding obligation of all parties thereto, enforceable in accordance with its terms. With respect to each there is no default (or event which with the giving of notice and/or passage of time would constitute a default) by any party thereto. (e) Except as listed on Schedule 5.12, Seller has not granted any outstanding licenses or other rights to any copyright, patent, invention, know-how, technology, trade secret, innovation, formula, process, trademark or trade name listed on Schedule 5.12(a), nor is Seller under any obligation to grant the same, nor has Seller given any indemnification for patent, copyright or trademark infringement as to any equipment, materials or supplies manufactured, produced or sold by it.

Patents, Trademarks. Trade names; Etc. (a) Set forth in the Schedule 5.12(a) lists: (i) all patents held by Seller 2.17, is a true and all reissues, divisions, continuations, continuations in part and extensions thereof and all pending patent applications by Seller including for each such patent the serial or patent number, country, filing and expiration date and title; (ii) all registered trademarks of Seller and pending registrations by Seller of trademarks, including for each such trademark, the registration number, country, filing and expiration date, mark xxx class; (iii) all registered copyrights of Seller and applications by Seller for registration of copyrights, including the registration number, country and filing and expiration date of each such copyright; and (iv) a general description complete list of all know-how and proprietary information in the nature of trade secrets of Seller. (b) Schedule 5.12(b) identifies all licenses and other contracts or commitments to which Seller is a party (either as licensor or licensee) or otherwise subject relating to patentsinventions, trademarks, trade names or copyrights (or applications for any thereof), trade secrets or other proprietary know-how or technical information or assistance; and no claims have been asserted by any person to the use of any such patents, trademarks, trade names, brand names, copyrights, Software Products (as defined in paragraph (b) of this Section 2.17), trade secrets and formulae (collectively, the "Listed Intellectual Property") of any kind now used in the business of SpaceLogic except mass-market third-party software packages used by SpaceLogic. Schedule 2.17 contains a complete list of all licenses or agreements, to which SpaceLogic with respect to any of the Listed Intellectual Property (the "Intellectual Property Licenses"); such list indicates the specific Listed Intellectual Property affected by each such Intellectual Property License. Except as set forth in Schedule 2.17, neither SpaceLogic's operations nor any Listed Intellectual Property or Intellectual Property License infringes or provides any basis to believe that SpaceLogic's operations or any Listed Intellectual Property or Intellectual Property License would infringe upon any validly issued trademark, trade name, service mark, copyright or, any validly issued or pending patent or other rixxx of any other Person, nor is there, the best of SpaceLogic's knowledge any infringement by any other Person of any of the Listed Intellectual Property. Except as specifically set forth in Schedule 2.17, the consummation of the transactions contemplated hereby and by the Operative Documents will not alter or impair SpaceLogic's rights to use any of the Listed Intellectual Property or under any Intellectual Property License. To SpaceLogic's knowledge the manner in which SpaceLogic has manufactured, packaged, shipped, advertised, labeled and sold its products substantially complies with all applicable laws and regulations pertaining thereto, the failure to comply with which would have a Material Adverse Effect upon the business, business prospects, assets, operations or financial condition of SpaceLogic. (b) Except as specifically set forth in Schedule 2.17, SpaceLogic is the sole and exclusive owner or licensee of: (i) the Listed Intellectual Property, the Intellectual Property Licenses and the technology, know-how and processes now used by SpaceLogic, or used in connection with any product now being manufactured and sold by SpaceLogic; and (ii) all rights, title and interest in and to the computer software products listed in Schedule 2.17, with all modifications, enhancements and additions thereto, including, without limitation, all rights in and to all versions thereof and all source code, object code, manuals and other documentation and related materials thereof (collectively, the "Software Products"). Without limiting the generality of the above, the Software Products shall also include all of SpaceLogic's related programs, trade secrets, algorithms and processes relating to the Software Products or challenging or questioning such programs, SpaceLogic's copyright in and to each of the validity or effectiveness Software Products and all works derivative therefrom (including the registrations of copyright listed in Schedule 2.17), all current, enhanced and developmental versions of the source and object code and any such license or agreementvariations thereof, all user and there is no valid basis programmer documentation, all design specifications, all maintenance and installation job control language, all system documentation (including all flow charts, systems procedures and program component descriptions), all procedures for any such claimmodification and preparation for the release of enhanced versions and all test data available (excluding all proprietary information of third parties) with respect to the Software Products. (c) Seller's use and transfer to Purchaser pursuant to this Agreement of the trademark and trade name "Akemi" do not infringe or violate the rights of any other person. To the best knowledge of Seller and Parent, Seller has not infringed upon any patent, trademark, trade name or copyright or misappropriated or misused any invention, trade secret or other proprietary information entitled to legal protection, and Seller has not been alleged to have infringed upon any patent, etc., except Except as set forth in Schedule 5.122.17, each of the Intellectual Property Licenses is valid, binding and enforceable in accordance with its terms against the parties thereto (subject, as to enforceability, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability affecting the rights of creditors and to general principles of equity), SpaceLogic has performed all obligations imposed upon it thereunder, and SpaceLogic is not in default thereunder, nor is there any event which with notice or lapse of time, or both, would constitute a default thereunder. Seller Except as set forth in Schedule 2.17, SpaceLogic has never asserted not received notice that any claim party to any of infringementthe Intellectual Property Licenses intends to cancel, misappropriation terminate or misuserefuse to renew the same or to exercise or decline to exercise any option or other right thereunder. No licenses, sublicenses, covenants or agreements have been granted or entered into by SpaceLogic in respect of any of the Listed Intellectual Property except the Intellectual Property Licenses. No director, officer, Stockholders or employee of SpaceLogic owns, directly or indirectly, in whole or in part, any of the Listed Intellectual Property. None of the officers of SpaceLogic and none of SpaceLogic's employees, and to be the best of SpaceLogic's knowledge none of its consultants, agents, representatives or advisers has entered into any agreement regarding know-how, trade secrets, assignment of rights in inventions, or prohibition or restriction of competition or solicitation of customers, or any other similar restrictive agreement or covenant, with any Person other than SpaceLogic. (d) Each item identified Except as set forth in Schedule 5.12(b) is a valid2.17, legally binding obligation to Spacelogic's knowledge no Person has asserted any claim of all parties thereto, enforceable in accordance infringement or other interference with its terms. With third-party rights with respect to each there is no default (or event which with the giving of notice and/or passage of time would constitute a default) by any party thereto. (e) Listed Intellectual Property. Except as listed on set forth in Schedule 5.122.17, Seller (i) SpaceLogic has not granted disclosed any outstanding licenses source code regarding the Software Products to any Person other than to an employee of SpaceLogic, (ii) SpaceLogic has at all times maintained reasonable procedures to protect and has enforced all trade secrets of SpaceLogic; (iii) neither SpaceLogic nor any escrow agent which has entered into an agreement with SpaceLogic is under any contractual or other rights obligation to disclose the source code or any other proprietary information included in or relating to the Software Products, nor to SpaceLogic's knowledge is any other party to the Intellectual Property Licenses or any escrow agent under any such obligation to disclose any source code or other proprietary information included in or relating to Software Products, if any, that are licensed to SpaceLogic, or to any copyrightPerson, patentand no event has taken place or any related change in SpaceLogic's business activities, inventionwhich would give rise to such obligation, know-howand (iv) SpaceLogic has not deposited any source code regarding the Software Products into any source code escrows or similar arrangements. If, technologyas disclosed in Schedule 2.17, trade secretSpaceLogic has deposited any source code to Software Products into source code escrows or similar arrangements, innovation, formula, process, trademark no event has occurred that has formed the basis for a release of such source code from such escrows or trade name listed on Schedule 5.12(a), nor is Seller under any obligation to grant the same, nor has Seller given any indemnification for patent, copyright or trademark infringement as to any equipment, materials or supplies manufactured, produced or sold by itarrangements.

Patents, Trademarks. The Company has full and complete title or ownership of, or license rights to, all patents, patent applications, licenses, trademarks, service marks, trade names, inventions, franchises, copyrights, trade secrets, information and other proprietary rights or processes (collectively, "Proprietary Rights"), including Proprietary Rights which comprise trade secret rights (hereinafter, "Trade Secrets"), necessary for the operation of its business as now conducted with no known conflict with or infringement of the rights of others. Except as set forth in Section 3. 9 of the Schedule of Exceptions, there are no outstanding material options, material licenses, or material agreements of any kind related to the foregoing, nor is the Company bound by or a party to any material options, material licenses or material agreements with respect to the patents, patent applications, licenses, trade marks, service marks, trade names; Etc. (a) Schedule 5.12(a) lists: (i) all , inventions, franchises, copyrights, trade secrets, information, proprietary rights or processes of any other person or entity. No patents held by Seller and all reissues, divisions, continuations, continuations in part and extensions thereof and all pending or patent applications are owned or licensed by Seller including for each such patent the serial Company. The Company has taken all reasonable actions and made all reasonably necessary or patent numberappropriate applications and filings pursuant to applicable laws to perfect or protect its interests in all Proprietary Rights. The execution, country, filing delivery and expiration date and title; (ii) all registered trademarks performance of Seller and pending registrations by Seller of trademarks, including for each such trademarkthis Agreement, the registration numberInvestors Rights Agreement and the Restated Articles and the consummation of the transactions contemplated hereby and thereby will not (A) cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Proprietary Right, countryor (B) in any way impair the right of the Company to use, filing and expiration datesell, mark xxx class; license or dispose of or to bring any action for the infringement of, any Proprietary Right or any products or technology being designed or developed by the Company (iii) all registered copyrights collectively, "Products"). There is no claim or litigation pending or, to the Company's knowledge, threatened contesting the validity, ownership or right to use, sell, license or dispose of Seller and applications any Proprietary Right. To the Company's knowledge, no third party is infringing on any Proprietary Right where such infringement could materially limit the protection afforded by Seller for registration the Proprietary Rights to the use, sale, license, sublicense or disposition of copyrightsProducts or prevent the future enforcement of such Proprietary Right. The Company has not received any written or, including to its knowledge, oral communications alleging that the registration numberCompany has violated, country and filing and expiration date or by conducting its business as proposed, would violate any of each such copyright; and (iv) a general description of all know-how and proprietary information in the nature of trade secrets of Seller. (b) Schedule 5.12(b) identifies all licenses and other contracts or commitments to which Seller is a party (either as licensor or licensee) or otherwise subject relating to patents, trademarks, service marks, trade names or copyrights (or applications for any thereof)names, copyrights, trade secrets or other proprietary know-how or technical information or assistance; and no claims have been asserted by any person to the use of any such patents, trademarks, trade names, copyrights, technology, know-how or processes or challenging or questioning the validity or effectiveness of any such license or agreement, and there is no valid basis for any such claim. (c) Seller's use and transfer to Purchaser pursuant to this Agreement of the trademark and trade name "Akemi" do not infringe or violate the rights of any other personperson or entity. To the best knowledge Company's knowledge, none of Seller and Parentits employees or consultants (sometimes collectively referred to as "service providers") is obligated under any contract (including licenses, Seller has not infringed upon covenants or commitments of any patent, trademark, trade name or copyright or misappropriated or misused any invention, trade secret nature) or other proprietary information entitled agreement, or subject to legal protectionany judgment, and Seller has not been alleged to have infringed upon decree or order of any patentcourt or administrative agency, etc., except as set forth in Schedule 5.12. Seller has never asserted any claim of infringement, misappropriation or misuse. (d) Each item identified in Schedule 5.12(b) is a valid, legally binding obligation of all parties thereto, enforceable in accordance with its terms. With respect to each there is no default (or event which that would interfere with the giving use of notice and/or passage the service provider's best efforts to promote the interests of time the Company or that would conflict with the Company's business as proposed to be conducted. To the Company's knowledge, neither the execution nor delivery of this Agreement, nor the operation of the Company's business by the service providers of the Company, nor the conduct of the Company's business as now conducted or as currently proposed to be conducted, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default) by default under, any party theretocontract, covenant or instrument under which any of such service providers is now obligated. (e) Except as listed on Schedule 5.12, Seller has not granted any outstanding licenses or other rights to any copyright, patent, invention, know-how, technology, trade secret, innovation, formula, process, trademark or trade name listed on Schedule 5.12(a), nor is Seller under any obligation to grant the same, nor has Seller given any indemnification for patent, copyright or trademark infringement as to any equipment, materials or supplies manufactured, produced or sold by it.