Common use of Subject Partner Company Proprietary Assets Clause in Contracts

Subject Partner Company Proprietary Assets. (a) Identification of Proprietary Assets. Section 4.18(a) of Partner Company Disclosure Schedule sets forth (i) with respect to each Subject Partner Company Proprietary Asset registered with any Government Authority or for which any application has been filed with any Government Authority, (x) a statement identifying such Subject Partner Company Proprietary Asset, and (y) the names of the jurisdictions covered by the applicable registration or application; and (ii) a statement identifying each agreement pursuant to which a Subject Partner Company Proprietary Asset is licensed to a Subject Partner Company by any person (except for any Subject Partner Company Proprietary Asset that is licensed to a Subject Partner Company under any third party software license generally available to the public at a cost of less than $20,000 on an enterprise-wide basis). A Subject Partner Company has the right to use or good and valid title to all of the Subject Partner Company Proprietary Assets, free and clear of all Encumbrances other than Permitted Exceptions, and has a valid and unrestricted right to support, maintain, develop derivative works from and otherwise use throughout the world all Subject Partner Company Proprietary Assets identified in Section 4.18(a) of Partner Company Disclosure Schedule, except as otherwise noted therein or prohibited pursuant to any agreement set forth thereon. To the knowledge of Partner Company and Partner Company Stockholder, Partner Company Stockholder has no right, title or interest in or to any of the Subject Partner Company Proprietary Assets. Except as set forth in Section 4.18(a) of Partner Company Disclosure Schedule or pursuant to any agreement set forth thereon, no Subject Partner Company is obligated to make any payment to any person for the use of any Subject Partner Company Proprietary Asset. Each Subject Partner Company is in compliance with and has not breached any term of any intellectual property or proprietary right license to which it is a party in any material respect. Except for Subject Partner Company Proprietary Assets licensed from a third party, no Subject Partner Company has developed jointly with any other person any Subject Partner Company Proprietary Assets with respect to which such other person has any rights. Without limiting the generality of the foregoing, to the knowledge of Partner Company and Partner Company Stockholder, except as set forth in Section 4.18(a) of Partner Company Disclosure Schedule, all Subject Partner Company Proprietary Assets (except for Subject Partner Company Proprietary Assets licensed from a third party) were developed by employees during the time they were employed by a Subject Partner Company. All of the patents, registered trademarks and registered copyrights owned by a Subject Partner Company have been duly registered in, filed in or issued by the United States Patent and Trademark Office or Register of Copyrights and have been properly maintained and renewed, consistent with commercially reasonable business practices, except in those cases where Subject Partner Company, in its reasonable business judgment, has intentionally allowed any of the foregoing to lapse or be abandoned. All filing, amendment, issue and maintenance or other fees due and owing the United States Patent and Trademark Office and the United States Copyright Office and any fees or payments due and owing to any Government Authority in connection with the Subject Partner Company Proprietary Assets, have been paid in full, and no such fees will become due within ninety days of the date of execution of this Agreement.

Subject Partner Company Proprietary Assets. (a) Identification of Proprietary Assets. Section 4.18(a) of Partner Company Disclosure Schedule sets forth (i) with respect to each Subject Partner Company Proprietary Asset registered with any Government Authority or for which any application has been filed with any Government Authority, (x) a statement identifying such Subject Partner Company Proprietary Asset, and (y) the names of the jurisdictions covered by the applicable registration or application; and (ii) a statement identifying each agreement pursuant to which a Subject Partner Company Proprietary Asset is licensed to a Subject Partner Company by any person (except for any Subject Partner Company Proprietary Asset that is licensed to a Subject Partner Company under any third party software license generally available to the public at a cost of less than $20,000 on an enterprise-wide basis). A Subject Partner Company has the right to use or good and valid title to all of the Subject Partner Company Proprietary Assets, free and clear of all Encumbrances other than Permitted Exceptions, and has a valid and unrestricted right to support, maintain, develop derivative works from and otherwise use throughout the world all Subject Partner Company Proprietary Assets identified in Section 4.18(a) of Partner Company Disclosure Schedule, except as otherwise noted therein or prohibited pursuant to any agreement set forth thereon. To the knowledge of Partner Company and Partner Company Stockholder, Partner Company Stockholder has no right, title or interest in or to any of the Subject Partner Company Proprietary Assets. Except as set forth in Section 4.18(a) of Partner Company Disclosure Schedule or pursuant to any agreement set forth thereon, no Subject Partner Company is obligated to make any payment to any person for the use of any Subject Partner Company Proprietary Asset. Each Subject Partner Company is in compliance with and has not breached any term of any intellectual property or proprietary right license to which it is a party in any material respect. Except for Subject Partner Company Proprietary Assets licensed from a third party, no No Subject Partner Company has developed jointly with any other person any Subject Partner Company Proprietary Assets with respect to which such other person has any rights. Without limiting the generality of the foregoing, to the knowledge of Partner Company and Partner Company Stockholder, except as set forth in Section 4.18(a) of Partner Company Disclosure Schedule, all Subject Partner Company Proprietary Assets (except for Subject Partner Company Proprietary Assets licensed from a third party) were developed by employees during the time they were employed by a Subject Partner Company. All of the patents, registered trademarks and registered copyrights owned by a Subject Partner Company have been duly registered in, filed in or issued by the United States Patent and Trademark Office or Register of Copyrights and have been properly maintained and renewed, consistent with commercially reasonable business practices, except in those cases where Subject Partner Company, in its reasonable business judgment, has intentionally allowed any of the foregoing to lapse or be abandoned. All filing, amendment, issue and maintenance or other fees due and owing the United States Patent and Trademark Office and the United States Copyright Office and any fees or payments due and owing to any Government Authority in connection with the Subject Partner Company Proprietary Assets, have been paid in full, and no such fees will become due within ninety days of the date of execution of this Agreement.

Subject Partner Company Proprietary Assets. (a) Identification of Proprietary Assets. Section 4.18(a) of Partner Company Disclosure Schedule sets forth (i) with respect to each Subject Partner Company Proprietary Asset registered with any Government Authority or for which any application has been filed with any Government Authority, (x) a statement identifying such Subject Partner Company Proprietary Asset, and (y) the names of the jurisdictions covered by the applicable registration or application; and (iiiii) a statement identifying each agreement pursuant to which a Subject Partner Company Proprietary Asset is licensed to a Subject Partner Company by any person (except for any Subject Partner Company Proprietary Asset that is licensed to a Subject Partner Company under any third party software license generally available to the public at a cost of less than $20,000 on an enterprise-wide basis). A Subject Partner Company has the right to use or good and valid title to all of the Subject Partner Company Proprietary Assets, free and clear of all Encumbrances other than Permitted Exceptions, and has a valid and unrestricted right to support, maintain, develop derivative works from and otherwise use throughout the world all Subject Partner Company Proprietary Assets identified in Section 4.18(a) of Partner Company Disclosure Schedule, except as otherwise noted therein or prohibited pursuant to any agreement set forth thereon. To the knowledge of each Partner Company and Partner Company Stockholder, Partner Company Stockholder has no right, title or interest in or to any of the Subject Partner Company Proprietary Assets. Except as set forth in Section 4.18(a) of Partner Company Disclosure Schedule or pursuant to any agreement set forth thereon, no Subject Partner Company is obligated to make any payment to any person for the use of any Subject Partner Company Proprietary Asset. Each Subject Partner Company is in compliance with and has not breached any term of any intellectual property or proprietary right license to which it is a party in any material respect. Except for Subject Partner Company Proprietary Assets licensed from a third party, no No Subject Partner Company has developed jointly with any other person any Subject Partner Company Proprietary Assets with respect to which such other person has any rights. Without limiting the generality of the foregoing, to the knowledge of each Partner Company and Partner Company Stockholder, except as set forth in Section 4.18(a) of Partner Company Disclosure Schedule, all Subject Partner Company Proprietary Assets (except for Subject Partner Company Proprietary Assets licensed from a third party) were developed by employees during the time they were employed by a Subject Partner Company. All of the patents, registered trademarks and registered copyrights owned by a Subject Partner Company have been duly registered in, filed in or issued by the United States Patent and Trademark Office or Register of Copyrights and have been properly maintained and renewed, consistent with commercially reasonable business practices, except in those cases where Subject Partner Company, in its reasonable business judgment, has intentionally allowed any of the foregoing to lapse or be abandoned. All filing, amendment, issue and maintenance or other fees due and owing the United States Patent and Trademark Office and the United States Copyright Office and any fees or payments due and owing to any Government Authority in connection with the Subject Partner Company Proprietary Assets, have been paid in full, and no such fees will become due within ninety days of the date of execution of this Agreement.

Subject Partner Company Proprietary Assets. (a) Identification of Proprietary Assets. Section 4.18(a) of Partner Company Disclosure Schedule sets forth (i) with respect to each Subject Partner Company Proprietary Asset registered with any Government Authority or for which any application has been filed with any Government Authority, (x) a statement identifying such Subject Partner Company Proprietary Asset, and (y) the names of the jurisdictions covered by the applicable registration or application; and (iiiii) a statement identifying each agreement pursuant to which a Subject Partner Company Proprietary Asset is licensed to a Subject Partner Company by any person (except for any Subject Partner Company Proprietary Asset that is licensed to a Subject Partner Company under any third party software license generally available to the public at a cost of less than $20,000 on an enterprise-wide basis). A Subject Partner Company has the right to use or good and valid title to all of the Subject Partner Company Proprietary Assets, free and clear of all Encumbrances other than Permitted Exceptions, and has a valid and unrestricted right to support, maintain, develop derivative works from and otherwise use throughout the world all Subject Partner Company Proprietary Assets identified in Section 4.18(a) of Partner Company Disclosure Schedule, except as otherwise noted therein or prohibited pursuant to any agreement set forth thereon. To the knowledge of Partner Company and each Partner Company Stockholder, no Partner Company Stockholder has no any right, title or interest in or to any of the Subject Partner Company Proprietary Assets. Except as set forth in Section 4.18(a) of Partner Company Disclosure Schedule or pursuant to any agreement set forth thereon, no Subject Partner Company is obligated to make any payment to any person for the use of any Subject Partner Company Proprietary Asset. Each Subject Partner Company is in compliance with and has not breached any term of any intellectual property or proprietary right license to which it is a party in any material respect. Except for Subject Partner Company Proprietary Assets licensed from a third party, no No Subject Partner Company has developed jointly with any other person any Subject Partner Company Proprietary Assets with respect to which such other person has any rights. Without limiting the generality of the foregoing, to the knowledge of Partner Company and each Partner Company Stockholder, except as set forth in Section 4.18(a) of Partner Company Disclosure Schedule, all Subject Partner Company Proprietary Assets (except for Subject Partner Company Proprietary Assets licensed from a third party) were developed by employees during the time they were employed by a Subject Partner Company. All of the patents, registered trademarks and registered copyrights owned by a Subject Partner Company have been duly registered in, filed in or issued by the United States Patent and Trademark Office or Register of Copyrights and have been properly maintained and renewed, consistent with commercially reasonable business practices, except in those cases where Subject Partner Company, in its reasonable business judgment, has intentionally allowed any of the foregoing to lapse or be abandoned. All filing, amendment, issue and maintenance or other fees due and owing the United States Patent and Trademark Office and the United States Copyright Office and any fees or payments due and owing to any Government Authority in connection with the Subject Partner Company Proprietary Assets, have been paid in full, and no such fees will become due within ninety days of the date of execution of this Agreement.

Subject Partner Company Proprietary Assets. (a) Identification of Proprietary Assets. Section 4.18(a) of Partner Company Disclosure Schedule sets forth (i) with respect to each Subject Partner Company Proprietary Asset registered with any Government Authority or for which any application has been filed with any Government Authority, (x) a statement identifying such Subject Partner Company Proprietary Asset, and (y) the names of the jurisdictions covered by the applicable registration or application; and (ii) a statement identifying each agreement pursuant to which a Subject Partner Company Proprietary Asset is licensed to a Subject Partner Company by any person (except for any Subject Partner Company Proprietary Asset that is licensed to a Subject Partner Company under any third party software license generally available to the public at a cost of less than $20,000 on an enterprise-wide basis). A Subject Partner Company has the right to use or good and valid title to all of the Subject Partner Company Proprietary Assets, free and clear of all Encumbrances other than Permitted Exceptions, and has a valid and unrestricted right to support, maintain, develop derivative works from and otherwise use throughout the world all Subject Partner Company Proprietary Assets identified in Section 4.18(a) of Partner Company Disclosure Schedule, except as otherwise noted therein or prohibited pursuant to any agreement set forth thereon. To the knowledge of Partner Company and Partner Company Stockholder, Partner Company Stockholder has no right, title or interest in or to any of the Subject Partner Company Proprietary Assets. Except as set forth in Section 4.18(a) of Partner Company Disclosure Schedule or pursuant to any agreement set forth thereon, no Subject Partner Company is obligated to make any payment to any person for the use of any Subject Partner Company Proprietary Asset. Each Subject Partner Company is in compliance with and has not breached any term of any intellectual property or proprietary right license to which it is a party in any material respect. Except for Subject Partner Company Proprietary Assets licensed from a third party, no No Subject Partner Company has developed jointly with any other person any Subject Partner Company Proprietary Assets with respect to which such other person has any rights. Without limiting the generality of the foregoing, to the knowledge of Partner Company and Partner Company Stockholder, except as set forth in Section 4.18(a) of Partner Company Disclosure Schedule, all Subject Partner Company Proprietary Assets (except for Subject Partner Company Proprietary Assets licensed from a third party) were developed by employees during the time they were employed by a Subject Partner Company. All of the patents, registered trademarks and registered copyrights owned by a Subject Partner Company have been duly registered in, filed in or issued by the United States Patent and Trademark Office or Register of Copyrights and have been properly maintained and renewed, consistent with commercially reasonable business practices, except in those cases where Subject Partner Company, in its reasonable business judgment, has intentionally allowed any of the foregoing to lapse or be abandoned. All filing, amendment, issue and maintenance or other fees due and owing the United States Patent and Trademark Office and the United States Copyright Office and any fees or payments due and owing to any Government Authority in connection with the Subject Partner Company Proprietary Assets, have been paid in full, and no such fees will become due within ninety days of the date of execution of this Agreement.