Third Party IP and Inbound Licenses. Part 2.8(b) of the TPT Disclosure Schedule contains a complete and accurate list of all Intellectual Property Rights or Intellectual Property licensed to any TPT Corporation (other than non-customized, executable code, internal use software licenses for software that is not incorporated into, or used directly in the development, manufacturing, or distribution of, any TPT Corporation’(s) products or services and that is generally available on standard terms for less than $2,000), and the corresponding Contracts in which such Intellectual Property Rights or Intellectual Property is licensed to any TPT Corporation (all of which are deemed to be TPT Material Contracts for purposes of Section 2.16).
Third Party IP and Inbound Licenses. Part 3.6(b) of the Raptor Disclosure Schedule contains a complete and accurate list of all Intellectual Property Rights or Intellectual Property licensed to any Raptor Corporation (other than non-customized, executable code, internal use software licenses for software that is not incorporated into, or used directly in the development, manufacturing, or distribution of, any Raptor Corporation’(s) products or services and that is generally available on standard terms for less than $10,000), and the corresponding Contracts in which such Intellectual Property Rights or Intellectual Property is licensed to any Raptor Corporation (all of which are deemed to be Raptor Material Contracts for purposes of Section 3.12).
Third Party IP and Inbound Licenses. Schedule 4.12(d) contains a complete and accurate list of all Intellectual Property licensed to D-Vasive (other than non-customized, executable code, internal use software licenses for software that is not incorporated into, or used directly in the development, manufacturing, or distribution of, D-Vasive’s products or services and that is generally available on standard terms for less than $2,000), and the corresponding Contracts in which such Intellectual Property is licensed to D-Vasive.
Third Party IP and Inbound Licenses. Part A of Section 5.13(f) of the Companies’ Disclosure Schedule accurately identifies (i) the corresponding Intellectual Property Rights licensed to any of the Companies pursuant to each Inbound License; and (ii) whether the license rights, and interests so granted or conveyed to a Company under such Inbound License are exclusive or non-exclusive. With respect to each item of Intellectual Property required to be listed or otherwise set forth in Part A of Section 5.13(f) of the Companies’ Disclosure Schedule, except as otherwise set forth in Part B of Section 5.13(f) of the Companies’ Disclosure Schedule, (i) such Company has a license to such item free and clear of any Lien other than Permitted Liens, (ii) to the Knowledge of the Companies, such item is not subject to any Order; (iii) to the Knowledge of Companies, no Proceeding is pending or is threatened in writing that challenges the validity, enforceability, inventorship, patentability, claim construction, use or ownership of or such Company’s license or similar right to such item; and (iv) none of the Companies has granted any sublicense relating to such item. None of the Companies is obligated to pay any Person any royalties, fees, commissions or other amounts for the use or enforcement of any Intellectual Property owned by or licensed to one of the Companies other than as provided in a Contract listed in Section 5.13(f) of the Companies’ Disclosure Schedule.
Third Party IP and Inbound Licenses. Schedule 4.12(d) contains a complete and accurate list of all Intellectual Property licensed to AFI (other than non-customized, executable code, internal use software licenses for software that is not incorporated into, or used directly in the development, manufacturing, or distribution of, AFI’s products or services and that is generally available on standard terms for less than $2,000), and the corresponding Contracts in which such Intellectual Property is licensed to AFI.
Third Party IP and Inbound Licenses. Part 2.9(a)(iii) of the Disclosure Schedule accurately identifies (A) all Intellectual Property Rights or Intellectual Property licensed to the Company (other than any non-customized software that (1) is so licensed solely in executable or object code form pursuant to a non-exclusive, internal use software license, (2) is not incorporated into, or used directly in the development, manufacturing, or distribution of, the Company Products, and (3) is generally available on standard terms for less than $1,000); (B) the corresponding Contract or Contracts pursuant to which such Intellectual Property Rights or Intellectual Property is licensed to the Company; and (C) whether the license or licenses granted to the Company are exclusive or non-exclusive.
Third Party IP and Inbound Licenses. Part 3.6(b) of the Focus Disclosure Schedule contains a complete and accurate list of all Intellectual Property Rights or Intellectual Property licensed to any of the Focus Corporations (other than non-customized, executable code, internal use software licenses for software that is not incorporated into, or used directly in the development, manufacturing, or distribution of, any of the Focus Corporations’ products or services and that is generally available on standard terms for less than $2,000), and the corresponding Contracts in which such Intellectual Property Rights or Intellectual Property is licensed to any of the Focus Corporations (all of which are deemed to be Focus Material Contracts for purposes of Section 3.12).
Third Party IP and Inbound Licenses. Section 5.13(e) of the Company Disclosure Schedule accurately identifies (i) all Intellectual Property Rights licensed to the Company (other than Intellectual Property Rights embodied by any non-customized Software that constitutes any of the following: (A) is so licensed solely in executable or object code form pursuant to a non-exclusive, internal use Software license, (B) is not incorporated into, or used directly in the development, manufacturing, testing, distribution, or support of, any Company Products and Services, or (C) is generally available on standard terms for less than $25,000 per annum for a term license or in total consideration for a perpetual license (“Inbound Licenses”)); (ii) the corresponding Contract or Contracts pursuant to which such Intellectual Property Rights is licensed to the Company; and (iii) whether the license or licenses granted to the Company are exclusive.
Third Party IP and Inbound Licenses. Part 2.6 (b) of the SyntheMed Disclosure Schedule contains a complete and accurate list of all Intellectual Property Rights or Intellectual Property licensed to any SyntheMed Corporation (other than non-customized, executable code, internal use software licenses for software that is not incorporated into, or used directly in the development, manufacturing, or distribution of, any SyntheMed Corporation’(s) products or services and that is generally available on standard terms for less than $2,000), and the corresponding Contracts in which such Intellectual Property Rights or Intellectual Property is licensed to any SyntheMed Corporation (all of which, except as indicated on the Disclosure Disclosure, are deemed to be SyntheMed Material Contracts for purposes of Section 2.14).
Third Party IP and Inbound Licenses. Part 3.6(b) of the Pathfinder Disclosure Schedule contains a complete and accurate list of all Intellectual Property Rights or Intellectual Property licensed to Pathfinder (other than non-customized, executable code, internal use software licenses for software that is not incorporated into, or used directly in the development, manufacturing, or distribution of, Pathfinder’s products or services and that is generally available on standard terms for less than $2,000), and the corresponding Contracts in which such Intellectual Property Rights or Intellectual Property is licensed to Pathfinder (all of which are deemed to be Pathfinder Material Contracts for purposes of Section 3.12).
