Common use of Trademarks, Patents, Etc Clause in Contracts

Trademarks, Patents, Etc. (a) Schedule 4.8(a) contains a true and complete list of all letters patent, patent applications, trade names, trademarks, service marks, trademark and service mark regixxxxtions and applications, copyrights, copyright registrations and applications, grants of a license or right to the Company with respect to the foregoing, both domestic and foreign, claimed by either Company or used or proposed to be used by the Company in the conduct of its business, whether registered or not. (collectively herein, "Registered Rights"). (b) Except as described in Schedule 4.8(b), the Company owns and has the unrestricted right to use the Registered Rights and every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, promotional idea, marketing and purchasing strategy, invention, process, confidential data and or other information (collectively herein, "Proprietary Information") required for or incident of the design, development, manufacture, operation, sale and use of all products and services sold or rendered or proposed to be sold or rendered by the Company, free and clear of any right, equity or claim of others. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) Schedule 4.8(c) contains a true and complete list and description of all licenses of or rights to Proprietary Information granted to the Company by others or to others by the Company. Except as described in Schedule 4.8(c), (i) the Company has not sold, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Company is not obligated or under any liability whatever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Registered Right or Proprietary Information. (d) There is no claim or demand of any Person pertaining to, or any Action that is pending or, to the Majority Shareholders" knowledge, threatened, which challenges the rights of the Company in respect of any Registered Right or any Proprietary Information.

Trademarks, Patents, Etc. (a) Schedule 4.8(a3.8(a) contains a true and complete list of all letters --------------- patent, patent applications, trade names, trademarks, service marks, trademark and service mark regixxxxtions xxxx registrations and applications, copyrights, copyright registrations and applications, grants of a license or right to the Company with respect to the foregoing, both domestic and foreign, claimed by either the Company or used or proposed to be used by the Company in the conduct of its business, whether registered or not. , and the status of each (collectively herein, "Registered Rights").. ------------------ (b) Except as described in Schedule 4.8(b3.8(b), the Company owns and has the --------------- unrestricted right to use the Registered Rights and every trade secret, know-know- how, process, discovery, development, design, technique, customer and supplier list, promotional idea, marketing and purchasing strategy, invention, process, confidential data data, product formulation and or other information (collectively herein, "Proprietary Information") required for for, advantageous to or incident of to ----------------------- the design, development, manufacturepurchase, operationdistribution, sale and use of all products and services sold or rendered or proposed to be sold or rendered by the Company, free and clear of any right, equity or claim of others. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) Schedule 4.8(c) contains a true and complete list and description of all licenses of or rights to Proprietary Information granted to the Company by others or to others by the Company. Except as described in Schedule 4.8(c3.8(c), (i) the Company has not --------------- sold, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Company is not obligated or under any liability whatever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Registered Right or Proprietary Information. None of the Registered Rights or Proprietary Information licensed or granted to the Company is owned by any Shareholder or any affiliate of any Shareholder and no Registered Right or Proprietary Information has been licensed or granted to any Shareholder or any affiliate of any Shareholder. (d) There Except that BPI has been advised that its branded product line "Farmacopia" conflicts with the trademark "Cornacopia" and that its brand name "Immu-Neem" conflicts with the brand name "Immunene," there is no claim or demand of any Person pertaining to, or any Action that is pending or, to the Majority Company's or Shareholders" ' knowledge, threatened, which challenges the rights of the Company in respect of any Registered Right or any Proprietary Information; provided, however, the exceptions to this subsection (d), if adversely resolved, would not have a material adverse effect.

Trademarks, Patents, Etc. (a) Schedule 4.8(a3.08 (a) contains a true and complete list of all letters patent, patent applications, trade names, logos, trademarks, service marks, trademark and service mark regixxxxtions xxxx registrations and applications, copyrights, copyright registrations and applications, Internet domain names, 1-800 and 1-888 telephone numbers, grants of a license or right to the Company with respect to any of the foregoing, both domestic and foreign, owned or claimed by either the Company or used or proposed to be used by the Company in the conduct of its business, whether registered or not. not (collectively herein, "Registered Rights"). ----------------- No other material patent, trademark, service xxxx, trade name or copyright, or license with respect to any of the foregoing, is necessary to permit the Company's business to be conducted as now conducted or as heretofore or proposed to be conducted. True and complete copies of all documentation related to the Registered Rights have been delivered to Buyer heretofore. (b) Except as described in Schedule 4.8(b3.08(b), the Company owns exclusively and has the exclusive and unrestricted right to use the Registered Rights Rights, and all renewals therefor and claims for infringement thereof, and every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, promotional idea, marketing and purchasing strategy, computer program (including source code), technical data, invention, process, confidential data and or other information (collectively herein, "Proprietary ----------- Information") required for or incident of to the design, development, manufacture, ----------- operation, sale and use of all products and services sold or rendered or proposed to be sold or rendered by the Company, free and clear of any right, equity or claim of othersothers and without infringing upon or otherwise acting adversely to the right or claimed right of any third party under or with respect to any of the Proprietary Information. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information, if any. (c) Schedule 4.8(c3.08(c) contains a true and complete list and non- confidential description of all licenses of of, or rights to to, Proprietary Information granted to the Company by others or to others by the Company. Except as described in Schedule 4.8(c3.08(c), (i) the Company has not sold, transferred, assigned, licensed licensed, restricted, encumbered or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Company is not obligated or under any liability whatever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Registered Right or Proprietary Information. (d) There is are no claim claims or demand demands of any Person pertaining to, or any Action Actions that is are pending or, to the Majority knowledge of the Principal Shareholders" knowledge, threatened, which challenges challenge the rights of the Company in respect of any Registered Right or any Proprietary Information.

Trademarks, Patents, Etc. (a) Schedule 4.8(a) contains a true and complete list of all letters patent, patent applications, trade names, trademarks, service marks, trademark and service mark regixxxxtions and applicationsregistrations axx xpplications, copyrights, copyright registrations and applications, grants of a license or right to the Company with respect to the foregoing, both domestic and foreign, claimed by either Company or used or proposed to be used by the Company in the conduct of its business, whether registered or not. , (collectively herein, "Registered Rights"). (b) Except as described in Schedule 4.8(b), the Company owns and has the unrestricted right to use the Registered Rights and every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, promotional idea, marketing and purchasing strategy, invention, process, confidential data and or other information (collectively herein, "Proprietary Information") required for or incident of the design, development, manufacture, operation, sale and use of all products and services sold or rendered or proposed to be sold or rendered by the Company, free and clear of any right, equity or claim of others. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) Schedule 4.8(c) contains a true and complete list and description of all licenses of or rights to Proprietary Information granted to the Company by others or to others by the Company. Except as described in Schedule 4.8(c), (i) the Company has not sold, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Company is not obligated or under any liability whatever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Registered Right or Proprietary Information. (d) There is no claim or demand of any Person pertaining to, or any Action that is pending or, to the Majority Shareholders" ' knowledge, threatened, which challenges the rights of the Company in respect of any Registered Right or any Proprietary Information.

Trademarks, Patents, Etc. (a) Schedule 4.8(a3.08 (a) contains a true and complete list of all letters patent, patent applications, trade names, trademarks, service marks, trademark and service mark regixxxxtions xxxx registrations and applications, copyrights, copyright registrations and applications, grants of a license or right to the Company with respect to the foregoing, both domestic and foreign, claimed by either the Company or used or proposed to be used by the Company in the conduct of its business, whether registered or not. not (collectively herein, "Registered Rights").. ----------------- (b) Except as described in Schedule 4.8(b3.08(b), the Company owns and and/or has the unrestricted right to use the Registered Rights and every trade secret, know-know- how, process, discovery, development, design, technique, customer and supplier list, promotional idea, marketing and purchasing strategy, invention, process, confidential data and or other information (collectively herein, "Proprietary ----------- Information") required for or incident of to the design, development, manufacture, ----------- operation, sale and use of all products and services sold or rendered or proposed to be sold or rendered by the Company, free and clear of any right, equity or claim of others. The Company has taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. The employees listed on Schedule 3.21(a) have signed terms of employment referred to on Schedule 3.21(a). (c) Schedule 4.8(c3.08(c) contains a true and complete list and description of all licenses of of, or rights to to, Proprietary Information granted to the Company by others or to others by the Company. Except as described in Schedule 4.8(c3.08(c), (i) the Company has not sold, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Company is not obligated or under any liability whatever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Registered Right or Proprietary Information. (d) There is Except as set forth on Schedule 3.08(d), there are no claim claims ---------------------------------------------- or demand demands of any Person pertaining to, or any Action Actions that is are pending or, to the Majority Shareholders" knowledgeCompany's Knowledge, threatened, which challenges challenge the rights of the Company in respect of any Registered Right or any Proprietary Information.

Trademarks, Patents, Etc. (a) Schedule 4.8(a3.08 (a) contains a true and complete list of all letters patent, patent applications, trade names, trademarks, service marks, trademark and service mark regixxxxtions xxxx registrations and applications, copyrights, copyright registrations and applications, grants of a license or right to the Company with respect to the foregoing, both domestic and foreign, claimed by either the Company or used or proposed to be used by the Company in the conduct of its business, whether registered or not. not (collectively herein, "Registered ---------- Rights").. ------ (b) Except as described in Schedule 4.8(b), the The Company owns and has the unrestricted right to use the Registered Rights and every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, promotional idea, marketing and purchasing strategy, invention, process, confidential data and or other information (collectively herein, "Proprietary Information") required for ----------------------- or incident of to the design, development, manufacture, operation, sale and use of all products and services sold or rendered or proposed to be sold or rendered by the Company, free and clear of any right, equity or claim of others. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) Schedule 4.8(c3.08(c) contains a true and complete list and description of all licenses of of, or rights to to, Proprietary Information granted to the Company by others or to others by the Company. Except as described in Schedule 4.8(c), (i) the The Company has not sold, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Company is not obligated or under any liability whatever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Registered Right or Proprietary Information. (d) There is are no claim claims or demand demands of any Person pertaining to, or any Action Actions that is are pending or, to the Majority Shareholders" Company's knowledge, threatened, which challenges challenge the rights of the Company in respect of any Registered Right or any Proprietary Information.

Trademarks, Patents, Etc. (a) Schedule 4.8(a) contains a true and complete list of all letters patent, patent applications, trade names, trademarks, service marks, trademark and service mark regixxxxtions xxxx registrations and applications, copyrights, copyright registrations and applications, grants of a license or right to the Company with respect to the foregoing, both domestic and foreign, claimed by either Company or used or proposed to be used by the Company in the conduct of its business, whether registered or not. , (collectively herein, "Registered Rights"). (b) Except as described in Schedule 4.8(b), the The Company owns and has the unrestricted right to use the Registered Rights and owns or has the unrestricted right to use every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, promotional idea, marketing and purchasing strategy, invention, process, confidential data and or other information (collectively herein, "Proprietary Information") required for or incident of to the design, development, manufacture, operation, sale and use of all products and services sold or rendered or proposed to be sold or rendered by the Company, free and clear of any right, equity or claim of others. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) Schedule 4.8(c) contains a true and complete list and description of all licenses of or rights to Proprietary Information granted to the Company by others or to others by the Company. Except as described in Schedule 4.8(c), (i) the The Company has not sold, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Company is not obligated or under any liability whatever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Registered Right or Proprietary Information. (dc) There Except for the settlement agreement between the Company and Vortech Pharmaceuticals, Ltd., dated April 15, 2002, the obligations of which have been satisfied by the Company (the "Vortech Matter"), there is no claim or demand of any Person pertaining to, or any Action that is pending or, to the Majority best of the Shareholders" ' knowledge, threatened, which challenges the rights of the Company in respect of any Registered Right or any Proprietary Information.

Trademarks, Patents, Etc. (a) Schedule 4.8(a3.08(a) contains a true and complete list of all letters patent, patent applications, trade names, logos, trademarks, service marks, trademark and service mark regixxxxtions xxxx registrations and applications, copyrights, copyright registrations and applications, Internet domain names, 1-800 and 1-888 telephone numbers, grants of a license or right to the Company with respect to any of the foregoing, both domestic and foreign, owned or claimed by either the Company or used or proposed to be used by the Company in the conduct of its business, whether registered or not. not (collectively herein, "Registered Rights"). No other ----------------- patent, trademark, service xxxx, trade name or copyright, or license with respect to any of the foregoing, is necessary to permit the Company's business to be conducted as now conducted or as heretofore or proposed to be conducted. True and complete copies of all documentation related to the Registered Rights have been delivered to Buyer heretofore. (b) Except as described in Schedule 4.8(b3.08(b), the Company owns exclusively and has the exclusive and unrestricted right to use the Registered Rights as presently utilized, and all renewals therefor and claims for infringement thereof, and every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, promotional idea, marketing and purchasing strategy, computer program (including source code), technical data, invention, process, confidential data and or other information (collectively herein, "Proprietary Information") required for or incident of to the ----------------------- design, development, manufacture, operation, sale and use of all products and services sold or rendered or proposed to be sold or rendered by the Company, free and clear of any right, equity or claim of othersothers and without infringing upon or otherwise acting adversely to the right or claimed right of any third party under or with respect to any of the Proprietary Information. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) Schedule 4.8(c3.08(c) contains a true and complete list and non- confidential description of all licenses of of, or rights to to, Proprietary Information granted to the Company by others or to others by the Company. Except as described in Schedule 4.8(c3.08(c), (i) the Company has not sold, transferred, assigned, licensed licensed, restricted, encumbered or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Company is not obligated or under any liability whatever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Registered Right or Proprietary Information. (d) There is are no claim claims or demand demands of any Person pertaining to, or any Action Actions that is are pending or, to the Majority Shareholders" ' knowledge, threatened, which challenges challenge the rights of the Company in respect of any Registered Right or any Proprietary Information.

Trademarks, Patents, Etc. (a) Schedule 4.8(a) contains a true and complete list of all letters patent, patent applications, trade names, trademarks, service marks, trademark and service mark regixxxxtions xxxx registrations and applications, copyrights, copyright registrations and applications, grants of a license or right to the Company with respect to the foregoing, both domestic and foreign, claimed by either Company or used or proposed to be used by the Company in the conduct of its business, whether registered or not. , (collectively herein, "Registered Rights"). (b) Except as described in Schedule 4.8(b), the Company owns and has the unrestricted right to use the Registered Rights and every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, promotional idea, marketing and purchasing strategy, invention, process, confidential data and or other information (collectively herein, "Proprietary Information") required for or incident of to the design, development, manufacture, operation, sale and use of all products and services sold or rendered or proposed to be sold or rendered by the Company, free and clear of any right, equity or claim of others. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) Schedule 4.8(c) contains a true and complete list and description of all licenses of or rights to Proprietary Information granted to the Company by others or to others by the Company. Except as described in Schedule 4.8(c), (i) the Company has not sold, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Company is not obligated or under any liability whatever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Registered Right or Proprietary Information. (d) There Except as disclosed in Schedule 4.8(b), there is no claim or demand of any Person pertaining to, or any Action that is pending or, to the Majority Management Shareholders" ' knowledge, threatened, which challenges the rights of the Company in respect of any Registered Right or any Proprietary Information.

Trademarks, Patents, Etc. (a) Schedule 4.8(a) contains a true and complete list of all letters patent, patent applications, trade names, trademarks, service marks, trademark and service mark regixxxxtions xxxistrations and applications, copyrights, copyright registrations and applications, grants of a license or right to the Company with respect to the foregoing, both domestic and foreign, claimed by either Company or used or proposed to be used by the Company in the conduct of its business, whether registered or not. , (collectively herein, "Registered Rights"). (b) Except as described in Schedule 4.8(b), the Company owns and has the unrestricted right to use the Registered Rights and every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, promotional idea, marketing and purchasing strategy, invention, process, confidential data and or other information (collectively herein, "Proprietary Information") required for or incident of the design, development, manufacture, operation, sale and use of all products and services sold or rendered or proposed to be sold or rendered by the Company, free and clear of any right, equity or claim of others. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) Schedule 4.8(c) contains a true and complete list and description of all licenses of or rights to Proprietary Information granted to the Company by others or to others by the Company. Except as described in Schedule 4.8(c), (i) the Company has not sold, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Company is not obligated or under any liability whatever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Registered Right or Proprietary Information. (d) There is no claim or demand of any Person pertaining to, or any Action that is pending or, to the Majority Shareholders" ' knowledge, threatened, which challenges the rights of the Company in respect of any Registered Right or any Proprietary Information.