Common use of Scheduled Intellectual Property Rights Clause in Contracts

Scheduled Intellectual Property Rights. Section 3.11(c) of the Company Disclosure Schedule contains a complete and accurate list of all patents and patent applications (whether pending or in the process of preparation), registered trademarks, applications for trademark registration, registered copyrights, applications for copyright registrations, and domain names owned by or expressly licensed to the Company as of the date hereof (collectively, the “Company Registrations”). Section 3.11(c) of the Company Disclosure Schedule also identifies (i) each unregistered trademark, service xxxx, trade name, brand name, slogan or trade dress, and (ii) each unregistered copyright, and (iii) a general description of the Company trade secrets and Company Products, in each case that is owned by or expressly licensed to the Company that, in each case, is material to the Design & Manufacturing Business as currently conducted. For purposes of this Agreement, all items listed on Section 3.11(c) of the Company Disclosure Schedule shall be called “Scheduled Intellectual Property Rights”. Section 3.11(c) of the Company Disclosure Schedule specifically identifies those items of Scheduled Intellectual Property Rights that are licensed to the Company, including the identification of the IP Contract pursuant to which each such Intellectual Property Right is licensed. For each of the Company Registrations, Section 3.11(c) of the Company Disclosure Schedule includes the following information: (i) for each patent and patent application, the title, patent number or application serial number, jurisdiction, filing date, date issued (if applicable), inventors, owner of record, and present status thereof; (ii) for each registered trademark and trademark application, the trademark, application serial number or registration number, jurisdiction, filing date, registration date (if applicable), class of goods or services covered, description of goods or services, owner of record, and present status thereof; (iii) for each domain name, the registration date, any renewal date, owner of record, and name of the registrar; (iv) for each copyright registration and copyright application, the title of the work, number and date of such registration or application, owner of record, and jurisdiction; and (v) any actions that must be taken within ninety (90) days after the date hereof for the purposes of obtaining, maintaining, perfecting, preserving, or renewing any Company Registrations, including the payment of any registration, maintenance, or renewal fees or the filing of any responses to office actions, documents, applications, or certificates. To the Knowledge of the Company, each of the Company Registrations is valid, subsisting, and enforceable.

Scheduled Intellectual Property Rights. Section 3.11(cSchedule 3.01(t)(iii) of the Company Disclosure Schedule contains a complete and accurate list of identifies all patents and patents, patent applications (whether pending or in the process of preparation)applications, registered trademarkstrademarks and copyrights, applications for trademark registration, registered copyrights, applications for and copyright registrations, domain names, registered design rights, and domain names other forms of registered Intellectual Property Rights and applications therefor, owned by or expressly exclusively licensed to the Company as of the date hereof (collectively, the “Company Registrations”). Section 3.11(cSchedule 3.01(t)(iii) of the Company Disclosure Schedule also identifies (i) each trade name, each unregistered trademark, service xxxx, trade name, brand name, slogan or trade dress, and (ii) each unregistered copyright, and (iii) a general description of the Company trade secrets and Company Products, in each case that is copyright owned or exclusively licensed by or expressly licensed to the Company that, in each case, is material to the Design & Manufacturing Business as currently conductedBusiness. For purposes of this Agreement, all items listed on Section 3.11(cSchedule 3.01(t)(iii) of the Company Disclosure Schedule shall be called “Scheduled Intellectual Property Rights”. Section 3.11(cSchedule 3.01(t)(iii) of the Company Disclosure Schedule specifically identifies those items of Scheduled Intellectual Property Rights that are exclusively or co-exclusively licensed to the Company, including the identification of the IP Contract Contractual Obligation pursuant to which each such Intellectual Property Right is licensed. For each of the Company Registrations, Section 3.11(cSchedule 3.01(t)(iii) of the Company Disclosure Schedule includes the following information: (iA) for each patent and patent application, the title, patent number or application serial number, jurisdiction, filing date, date issued (if applicable), inventors, owner of record, and present status thereof; (iiB) for each registered trademark and trademark application, the trademarkxxxx, application serial number or registration number, jurisdiction, filing date, registration date (if applicable), class of goods or services covered, description of goods or services, owner of record, and present status thereof; (iiiC) for each domain name, the registration date, any renewal date, owner of record, and name of the registrar; (ivD) for each copyright registration and copyright application, the title of the work, number and date of such registration or application, owner of record, and jurisdiction; and (vE) any actions that must be taken within ninety (90) days after the date hereof Closing Date for the purposes of obtaining, maintaining, perfecting, preserving, or renewing any Company Registrations, including the payment of any registration, maintenance, or renewal fees or the filing of any responses to office actions, documents, applications, or certificates. To the Knowledge of the Company, each Each of the Company Registrations is valid, subsisting, and enforceableEnforceable.

Scheduled Intellectual Property Rights. Section Schedule 3.11(c) of the Company Disclosure Schedule contains a complete and accurate list of identifies all patents and patents, patent applications (whether pending or in the process of preparation)applications, registered trademarkstrademarks and copyrights, applications for trademark registration, registered copyrights, applications for and copyright registrations, domain names, social media accounts, registered design rights, and domain names other forms of registered Intellectual Property Rights and applications therefor, owned by, purported to be owned by or expressly exclusively licensed to the Company as of the date hereof Group (collectively, the “Company Group Registrations”). Section Schedule 3.11(c) of the Company Disclosure Schedule also identifies (i) each proprietary software program, each trade name, each unregistered trademark, service xxxx, trade name, brand name, slogan or trade dress, and (ii) each unregistered copyright, and (iii) a general description copyright owned or exclusively licensed by any member of the Company trade secrets and Company Products, in each case that is owned by or expressly licensed to the Company Group that, in each case, is material to the Design & Manufacturing Business as currently conductedBusiness. For purposes of this Agreement, all items listed on Section Schedule 3.11(c) of the Company Disclosure Schedule shall be called “Scheduled Intellectual Property Rights”. Section Schedule 3.11(c) of the Company Disclosure Schedule specifically identifies those items of Scheduled Intellectual Property Rights that are exclusively licensed to any member of the CompanyCompany Group, including the identification of the IP Contract Contractual Obligation pursuant to which each such Intellectual Property Right is licensed. For each of the Company Group Registrations, Section Schedule 3.11(c) of the Company Disclosure Schedule includes the following information: (i) for each patent and patent application, the title, patent number or application serial number, jurisdiction, filing date, date issued (if applicable), inventors, owner of record, and present status thereof; (ii) for each registered trademark and trademark application, the trademarkxxxx, application serial number or registration number, jurisdiction, filing date, registration date (if applicable), class of goods or services covered, description of goods or services, owner of record, and present status thereof; (iii) for each domain name, the registration date, any renewal date, owner of record, and name of the registrar; (iv) for each copyright registration and copyright application, the title of the work, number and date of such registration or application, owner of record, and jurisdiction; and (v) any actions that must be taken within ninety (90) days after the date hereof for the purposes of obtaining, maintaining, perfecting, preserving, or renewing any Company Group Registrations, including the payment of any registration, maintenance, or renewal fees or the filing of any responses to office actions, documents, applications, or certificates. To the Knowledge of the Company, each Each of the Company Group Registrations is valid, subsisting, and enforceable. Certain confidential information contained in this document, marked by [***], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.

Scheduled Intellectual Property Rights. Section Schedule 3.11(c) of the Company Disclosure Schedule contains a complete and accurate list of identifies all patents and patents, patent applications (whether pending or in the process of preparation)applications, registered trademarkstrademarks and copyrights, applications for trademark registration, registered copyrights, applications for and copyright registrations, domain names, social media accounts, registered design rights, and domain names other forms of registered Intellectual Property Rights and applications therefor, owned by, purported to be owned by or expressly exclusively licensed to the Company as of the date hereof Group (collectively, the “Company Group Registrations”). Section Schedule 3.11(c) also identifies each proprietary software program, each trade name, each unregistered trademark and service xxxx owned or exclusively licensed by any member of the Company Disclosure Schedule also identifies (i) each unregistered trademark, service xxxx, trade name, brand name, slogan or trade dress, and (ii) each unregistered copyright, and (iii) a general description of the Company trade secrets and Company Products, in each case that is owned by or expressly licensed to the Company Group that, in each case, is material to the Design & Manufacturing Business as currently conductedBusiness. For purposes of this Agreement, all items listed on Section Schedule 3.11(c) of the Company Disclosure Schedule shall be called “Scheduled Intellectual Property Rights”. Section Schedule 3.11(c) of the Company Disclosure Schedule specifically identifies those items of Scheduled Intellectual Property Rights that are exclusively licensed to any member of the CompanyCompany Group, including the Certain confidential information contained in this document, marked by [***], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential. identification of the IP Contract Contractual Obligation pursuant to which each such Intellectual Property Right is licensed. For each of the Company Group Registrations, Section Schedule 3.11(c) of the Company Disclosure Schedule includes the following information: (i) for each patent and patent application, the title, patent number or application serial number, jurisdiction, filing date, date issued (if applicable), inventors, owner of record, and present status thereof; (ii) for each registered trademark and trademark application, the trademarkxxxx, application serial number or registration number, jurisdiction, filing date, registration date (if applicable), class of goods or services covered, description of goods or services, owner of record, and present status thereof; (iii) for each domain name, the registration date, any renewal date, owner of record, and name of the registrar; (iv) for each copyright registration and copyright application, the title of the work, number and date of such registration or application, owner of record, and jurisdiction; and (v) any actions that must be taken within ninety (90) days after the date hereof for the purposes of obtaining, maintaining, perfecting, preserving, or renewing any Company Group Registrations, including the payment of any registration, maintenance, or renewal fees or the filing of any responses to office actions, documents, applications, or certificates. To the Knowledge of the Company, each Each of the Company Group Registrations is valid, subsisting, and other than patents and patent applications, is valid and enforceable.

Scheduled Intellectual Property Rights. Section 3.11(c) of the Company Disclosure Schedule contains a complete and accurate list of 3.13.3 identifies all patents and patents, patent applications (whether pending or in the process of preparation)applications, registered trademarkstrademarks and copyrights, applications for trademark registration, registered copyrights, applications for and copyright registrations, domain names, registered design rights, and domain names other forms of registered Intellectual Property Rights and applications therefor, owned by or expressly exclusively licensed to the Company as of the date hereof (collectively, the “Company RegistrationsRegistered Intellectual Property”). Section 3.11(c) of the Company Disclosure Schedule 3.13.3 also identifies (i) each trade name, each unregistered trademark, or service xxxx, trade name, brand name, slogan or trade dress, and (ii) each unregistered copyright, and (iii) a general description of the Company trade secrets and Company Products, in each case that is copyright owned or exclusively licensed by or expressly licensed to the Company that, in each case, is material to the Design & Manufacturing Business as currently conductedBusiness. For purposes of this Agreement, all items listed on Section 3.11(c) of the Company Disclosure Schedule shall 3.13.3 will be called “Scheduled Intellectual Property Rights”. Section 3.11(c) of the Company Disclosure Schedule 3.13.3 specifically identifies those items of Scheduled Intellectual Property Rights that are exclusively licensed to the Company, including the identification of the IP Contract Contractual Obligation pursuant to which each such Intellectual Property Right is licensed. For each of the Company RegistrationsRegistered Intellectual Property, Section 3.11(c) of the Company Disclosure Schedule 3.13.3 includes the following information: (i) for each patent and patent application, the title, patent number or application serial number, jurisdiction, filing date, date issued (if applicable), inventors, owner of record, and present status thereof; (ii) for each registered trademark and trademark application, the trademarkxxxx, application serial number or registration number, jurisdiction, filing date, registration date (if applicable), class of goods or services covered, description of goods or services, owner of record, and present status thereof; (iii) for each domain name, the registration date, any renewal date, owner of record, and name of the registrar; (iv) for each copyright registration and copyright application, the title of the work, number and date of such registration or application, owner of record, and jurisdiction; and (v) any actions that must be taken within ninety (90) 120 days after the date hereof for the purposes of obtaining, maintaining, perfecting, preserving, or renewing any Company RegistrationsRegistered Intellectual Property, including the payment of any registration, maintenance, or renewal fees or the filing of any responses to office actions, documents, applications, or certificates. To Except as disclosed on Schedule 3.13.3, the Knowledge of Company owns all right, title and interest in and to, and has the Companyexclusive right to use, each all of the Company Registrations is valid, subsisting, and enforceableRegistered Intellectual Property.

Scheduled Intellectual Property Rights. Section 3.11(c3.13(c) of the Company Disclosure Schedule contains a complete and accurate list of identifies all patents and patents, patent applications (whether pending or in the process of preparation)applications, registered trademarks, applications for trademark registration, trademarks and registered copyrights, applications for trademark and copyright registrations, registered domain names, registered design rights, and domain names other forms of registered Intellectual Property Rights and applications therefor, owned by or expressly exclusively licensed to the Company as of the date hereof (collectively, the “Company Registrations”) and all computer software owned by the Company (collectively, the “Company Products”). Section 3.11(c3.13(c) of the Company Disclosure Schedule also identifies (i) each trade name, each unregistered trademark, service xxxx, trade name, brand name, slogan or trade dress, and (ii) each unregistered copyright, and (iii) a general description of the Company trade secrets and Company Products, in each case that is copyright owned or licensed by or expressly licensed to the Company that, in each case, is material to the Design & Manufacturing Business as currently conducted. For purposes of this Agreement, all items listed on Section 3.11(c) of the Company Disclosure Schedule shall be called “Scheduled Intellectual Property Rights”. Section 3.11(c) of the Company Disclosure Schedule specifically identifies those items of Scheduled Intellectual Property Rights that are licensed to the Company, including the identification of the IP Contract pursuant to which each such Intellectual Property Right is licensedBusiness. For each of the Company Registrations, Section 3.11(c3.13(c) of the Company Disclosure Schedule includes the following information: (i) for each patent and patent application, the title, patent number or application serial number, jurisdiction, filing date, date issued (if applicable), inventors, owner of record, and present status thereof; (ii) for each registered trademark and trademark application, the trademarkxxxx, application serial number or registration number, jurisdiction, filing date, registration date (if applicable), class of goods or services covered, description of goods or services, owner of record, and present status thereof; (iii) for each domain name, the registration date, any renewal date, owner of record, and name of the registrar; and (iv) for each copyright registration and copyright application, the title of the work, number and date of such registration or application, owner of record, and jurisdiction; . The Company has complied in all material respects with all governmental requirements related to the prosecution, issuance and (v) any actions that must be taken within ninety (90) days after the date hereof for the purposes maintenance of obtaining, maintaining, perfecting, preserving, or renewing any all Company Registrations, including the payment of any registration, maintenance, or renewal fees or the filing of any responses to office actions, documents, applications, or certificates. To the Knowledge of the Company, each of the Company Registrations is valid, subsisting, and enforceableby making all maintenance payments when due.

Scheduled Intellectual Property Rights. Section 3.11(c4.11(c) of the Company Disclosure Schedule contains a complete and accurate list of all patents and patent applications (whether pending or in the process of preparation), registered trademarks, applications for trademark registration, registered copyrights, applications for copyright registrations, and domain names owned by or expressly licensed to the Company as of the date hereof and/or its Subsidiaries (collectively, the “Company Registrations”). Section 3.11(c4.11(c) of the Company Disclosure Schedule also identifies (i) each unregistered trademark, service xxxx, trade name, brand name, slogan or trade dress, and (ii) each unregistered copyright, and (iii) a general description of the Company trade secrets and Company Products, in each case that is owned by or expressly licensed to the Company and/or its Subsidiaries that, in each case, is material to the Design & Manufacturing Business as currently conducted. For purposes of this Agreement, all items listed on in Section 3.11(c4.11(c) of the Company Disclosure Schedule shall be called “Scheduled Intellectual Property Rights”. Section 3.11(c4.11(c) of the Company Disclosure Schedule specifically identifies those items of Scheduled Intellectual Property Rights that are licensed to the CompanyCompany and/or its Subsidiaries, including the identification of the IP Contract pursuant to which each such Intellectual Property Right is licensed. For each of the Company Registrations, Section 3.11(c4.11(c) of the Company Disclosure Schedule includes the following information: (i) for each patent and patent application, the title, patent number or application serial number, jurisdiction, filing date, date issued (if applicable), inventors, owner of record, and present status thereof; (ii) for each registered trademark and trademark application, the trademark, application serial number or registration number, jurisdiction, filing date, registration date (if applicable), class of goods or services covered, description of goods or services, owner of record, and present status thereof; (iii) for each domain name, the registration date, any renewal date, owner of record, and name of the registrar; (iv) for each copyright registration and copyright application, the title of the work, number and date of such registration or application, owner of record, and jurisdiction; and (v) any actions that must be taken within ninety (90) days after the date hereof for the purposes of obtaining, maintaining, perfecting, preserving, or renewing any Company Registrations, including the payment of any registration, maintenance, or renewal fees or the filing of any responses to office actions, documents, applications, or certificates. To the Knowledge Each of the Company Registrations (other than applications) that is owned by the Company and/or its Subsidiaries and, to the Company’s Knowledge, each of the Company Registrations (other than applications) that is licensed to the Company and/or its Subsidiaries is valid, subsisting, and enforceable.

Scheduled Intellectual Property Rights. Section 3.11(c) of the Company Disclosure Schedule contains a complete and accurate list of all patents and patent applications (whether pending or in the process of preparation), registered trademarks, applications for trademark registration, registered copyrights, applications for copyright registrations, and domain names owned by or expressly licensed to the Company as of the date hereof (collectively, the “Company Registrations”). Section 3.11(c) of the Company Disclosure Schedule also identifies (i) each unregistered trademark, service xxxx, trade name, brand name, slogan or trade dress, and (ii) each unregistered copyright, copyright and (iii) a general description of the Company trade secrets and Company Products, in each case that is owned by or expressly licensed to the Company that, in each case, is material to the Design & Manufacturing Business as currently conductedCompany. For purposes of this Agreement, all items listed on in Section 3.11(c) of the Company Disclosure Schedule shall be called are referred to as “Scheduled Intellectual Property Rights”. Section 3.11(c) of the Company Disclosure Schedule specifically identifies those items of Scheduled Intellectual Property Rights that are licensed to the Company, including the identification of the IP Contract pursuant to which each such Intellectual Property Right is licensed. For each of the Company Registrations, Section 3.11(c) of the Company Disclosure Schedule includes the following information: (i) for each patent and patent application, the title, patent number or application serial number, jurisdiction, filing date, date issued (if applicable), inventors, owner of record, and present status thereof; (ii) for each registered trademark and trademark application, the trademark, application serial number or registration number, jurisdiction, filing date, registration date (if applicable), class of goods or services covered, description of goods or services, owner of record, and present status thereof; (iii) for each domain name, the registration date, any renewal date, owner of record, and name of the registrar; (iv) for each copyright registration and copyright application, the title of the work, number and date of such registration or application, owner of record, and jurisdiction; and (v) any actions that must be taken within ninety (90) days after the date hereof for the purposes of obtaining, maintaining, perfecting, preserving, or renewing any Company Registrations, including the payment of any registration, maintenance, or renewal fees or the filing of any responses to office actions, documents, applications, or certificates. To the Knowledge of the Company, each Each of the Company Registrations (other than applications), to the Company’s Knowledge, is valid, valid and subsisting, and enforceablenone of such Company Registrations have ever been found to be invalid or unenforceable for any reason in any Action.