Common use of Title to Assets; Intellectual Property Rights Clause in Contracts

Title to Assets; Intellectual Property Rights. (a) The Company has good and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books, free of any mortgages, pledges, charges, liens, security interests or other encumbrances. The Company enjoys peaceful and undisturbed possession under all leases under which it is operating, and all said leases are valid and subsisting and in full force and effect. (b) The Company owns or has a valid right to use patents, patent applications, patent right, trade secrets, confidential business information, formula, processes, laboratory notebooks, algorithms, copyrights, mask works, claims of infringement against third parties, licenses, permits, license rights, contract rights with employees, consultants and third parties, trademarks, trademark rights, inventions and discoveries, and all other intellectual property, including, without limitation, all other such rights generally classified as intangible, intellectual property assets in accordance with GAAP (collectively the, “Intellectual Property Rights”) being used to conduct its business as now operated and as now proposed by the Company to be operated and to the best of the Company’s knowledge, the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with or infringe upon the Intellectual Property Rights of others. To the best of the Company’s knowledge, no claim is pending or threatened against the Company and/or its officers, employees and consultants to the effect that any such Intellectual Property Right owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company. (c) The Company has taken all reasonable measures to protect and preserve the security, confidentiality and value of its Intellectual Property Rights, including its trade secrets and other confidential information. The Company is and will be the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Company, and such Intellectual Property Rights are valid and in full force and effect. The Company has not received notice of and, to the best of the Company’s knowledge there are no claims that the Company’s Intellectual Property Rights or the use or ownership thereof by the Company infringes, violates or conflicts with any such right of any third party.

Title to Assets; Intellectual Property Rights. (a) The Company has good and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books, free of any mortgages, pledges, charges, liens, security interests or other encumbrances. The Company enjoys peaceful and undisturbed possession under all leases under which it is operating, and all said leases are valid and subsisting and in full force and effect. (b) The Company owns or has a valid right to use patents, patent applications, patent right, trade secrets, confidential business information, formula, processes, laboratory notebooks, algorithms, copyrights, mask works, claims of infringement against third parties, licenses, permits, license rights, contract rights with employees, consultants and third parties, trademarks, trademark rights, inventions and discoveries, and all other intellectual property, including, without limitation, all other such rights generally classified as intangible, intellectual property assets in accordance with GAAP (collectively the, “"Intellectual Property Rights”") being used to conduct its business as now operated and as now proposed by the Company to be operated and to the best of the Company’s 's knowledge, the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with or infringe upon the Intellectual Property Rights of others. To the best of the Company’s 's knowledge, no claim is pending or threatened against the Company and/or its officers, employees and consultants to the effect that any such Intellectual Property Right owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company. (c) The Company has taken all reasonable measures to protect and preserve the security, confidentiality and value of its Intellectual Property Rights, including its trade secrets and other confidential information. The Company is and will be the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Company, and such Intellectual Property Rights are valid and in full force and effect. The Company has not received notice of and, to the best of the Company’s 's knowledge there are no claims that the Company’s 's Intellectual Property Rights or the use or ownership thereof by the Company infringes, violates or conflicts with any such right of any third party.

Title to Assets; Intellectual Property Rights. (a) The Company has good and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books, free of any mortgages, pledges, charges, liens, security interests or other encumbrances. The Company enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating, and all said leases and licenses are valid and subsisting and in full force and effect. (b) The Company owns or has a valid right to use patents, patent applications, patent right, trade secrets, confidential business information, formula, processes, laboratory notebooks, algorithms, copyrights, mask works, claims of infringement against third parties, licenses, permits, license rights, contract rights with employees, consultants and third parties, trademarks, trademark rights, inventions and discoveries, and all other intellectual property, including, without limitation, all other such rights generally classified as intangible, intellectual property assets in accordance with GAAP (collectively the, “"Intellectual Property Rights”") being used to conduct its business as now operated and as now proposed by the Company to be operated and to the best of the Company’s 's knowledge, the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with or infringe upon the Intellectual Property Rights of others. To the best of the Company’s 's knowledge, no claim is pending or threatened against the Company and/or its officers, officers and employees and consultants to the effect that any such Intellectual Property Right owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company. (c) The Company has taken all reasonable measures to protect and preserve the security, confidentiality and value of its Intellectual Property Rights, including its trade secrets and other confidential information. The Company is and will be the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Company, and such Intellectual Property Rights are valid and in full force and effect. The Company has not received notice of and, to the best of the Company’s 's knowledge there are no claims that the Company’s 's Intellectual Property Rights or the use or ownership thereof by the Company infringes, violates or conflicts with any such right of any third party.

Title to Assets; Intellectual Property Rights. (a) The Company has good and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books, free of any mortgages, pledges, charges, liens, security interests or other encumbrances. The Company enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating, and all said leases and licenses are valid and subsisting and in full force and effect. (b) The Company owns or has a valid right to use the patents, patent applications, patent rightrights, trade secrets, confidential business information, formulaformulae, processes, laboratory notebooks, algorithms, copyrights, mask master works, claims of infringement against third parties, licenses, permits, license rights, contract rights with employees, consultants and third parties, trademarks, trademark rights, inventions and discoveries, and all other intellectual property, including, without limitation, all other such rights generally classified as intangible, intellectual property assets in accordance with GAAP (collectively the, “"Intellectual Property Rights”") owned or being used by the Company to conduct its business as now operated and as now proposed by the Company to be operated and and, to the best of the Company’s 's knowledge, the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with or infringe upon the Intellectual Property Rights of others. To the best of the Company’s knowledge, no The Company is not aware that any claim is pending or threatened against the Company and/or its officers, officers and employees and consultants to the effect that any such Intellectual Property Right owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company. (c) The Company has taken all reasonable measures to protect and preserve the security, confidentiality and value of its Intellectual Property Rights, including its trade secrets and other confidential information. The Company is and will be the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Company, and such Intellectual Property Rights are valid and in full force and effect. Any new inventions, secret processes or other Intellectual Property Rights or improvements to such Intellectual Property Rights, whether the rights were owned by or licensed by Company, shall be owned by Company and shall not be assigned to or be permitted to be owned by an individual or agent employed by Company. The Company has not received notice of and, to the best of the Company’s 's knowledge there are no claims that the Company’s 's Intellectual Property Rights or the use or ownership thereof by the Company infringes, violates or conflicts with any such right of any third party.

Title to Assets; Intellectual Property Rights. (a) The Company has good and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books, which assets consist of those reflected in the most recent balance sheet of the Company which is included in Schedule 4.08C, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business) free of any mortgages, pledges, charges, liens, security interests or other encumbrancesencumbrances except as set forth on Schedule 4.07. The Company enjoys peaceful and undisturbed possession under all leases under which it is operating, and all said leases are valid and subsisting and in full force and effect. The Company does not own any real property. (b) The Company owns or has a valid right to use patents, patent applications, patent right, trade secrets, confidential business information, formula, processes, laboratory notebooks, algorithms, copyrights, mask works, claims of infringement against third parties, licenses, permits, license rights, contract rights with employees, consultants and third parties, trademarks, trademark rights, inventions and discoveries, and all other intellectual property, including, without limitation, all other such rights generally classified as intangible, intellectual property assets in accordance with GAAP (collectively the, “the Intellectual Property Rights”) Rights being used to conduct its business as now operated and as now proposed by the Company to be operated operated; a complete list of licenses and to registrations of such Intellectual Property Rights is attached hereto as Schedule 4.07; and the best conduct of the Company’s knowledge, the conduct of its 's business as now operated and as now proposed to be operated does do not and and, to the best knowledge of the Company, will not conflict with or infringe upon the Intellectual Property Rights of others. To the best of the Company’s knowledgeExcept as set forth on Schedule 4.07, no claim is pending or or, to the knowledge of the Company, threatened against the Company and/or its or the Parent Company or any of their respective officers, employees and or consultants to the effect that any such Intellectual Property Right owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company. Except pursuant to the terms of any licenses specified on Schedule 4.07, the Company has no obligation to compensate any Person for the use of any such Intellectual Property Rights and the Company has not granted any Person any license or other right to use any of the Intellectual Property Rights of the Company, whether requiring payment of royalties or not. (c) The Company has and the Parent Company have taken all reasonable measures to protect and preserve the security, confidentiality and value of its the Company's Intellectual Property Rights, including its trade secrets and other confidential information. The To the best knowledge of the Company, no employee or consultant of the Company has used any trade secrets or other confidential information of any other person in the course of such employee's or consultant's work for the Company. Except as set forth on Schedule 4.07, the Company is and will be the exclusive owner of all right, title and interest in its the Intellectual Property Rights as purported which individually or in the aggregate are material to be owned by the Company, and such Intellectual Property Rights are valid and in full force and effect. The Except as set forth on Schedule 4.07, neither the Company nor any of its Key Employees or consultants has not received notice of andof, and to the best of the Company’s knowledge 's knowledge, there are no claims that the Company’s 's Intellectual Property Rights or the use or ownership thereof by the Company infringes, violates or conflicts with any such right of any third party. The Company owns or has adequate rights to use, without payment to any Person, all Intellectual Property Rights necessary or desirable to conduct its business as currently conducted and as proposed to be conducted. The Company has made all filings and taken all other actions necessary to acquire, maintain, register, renew and perfect the rights of the Company to all Intellectual Property Rights used by the Company in its business or in which it has an interest in all jurisdictions where such rights are used by it. The Company is in compliance with all material terms and conditions of its agreements relating to its Intellectual Property Rights. To the knowledge of the Company, none of the products or services which the Company is researching, developing, proposes to research and develop, makes, has made, uses, or sells, infringes or misappropriates any Intellectual Property Right of any third party. None of the trademarks and service marks the Company uses infringes the trademark or service xxxx rights of any third party. The Company has not entered into any agreement to indemnify any other person against any charge of infringement of any Intellectual Property Right and none of the material computer software, processes and formulae, research and development results and other know-how relating to the Company's business, the value of which to the Company is contingent upon maintenance of the confidentiality thereof, has been disclosed to any Person other than Persons bound by written confidentiality agreements. The Company has provided the Purchasers with copies of (i) all of its records relating to Intellectual Property Rights of the Company and third parties, including all claims or disputes relating thereto, (ii) the names and telephone numbers of (A) all officers and employees of the Company or any of its Affiliates responsible for Intellectual Property Rights matters and (B) all legal counsel responsible for Intellectual Property Rights matters, together with all invoices submitted by such counsel during the past two years, and (iii) all trademark search reports in the Company's, its Affiliates', or its counsel's possession relating to trademarks of the Company.