Common use of Trademarks, Patents, Etc Clause in Contracts

Trademarks, Patents, Etc. (a) Schedule 3.18 (a) attached hereto contains a true and complete list of all letters patent, patent applications, trade names, trademarks, service marks, trademark and service 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 Company or used or proposed to be used by the Company in the conduct of the Business, whether registered or not (collectively herein, "Registered Rights"). (b) Except as described in Schedule 3.18(b) attached hereto, the Sellers and the Company own and have the unrestricted right to use the Registered Rights. The Sellers to the best of their knowledge have the unrestricted right to use every trade secret, know-how, process, discovery, development, design, technique, program, code, 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 Sellers and the Company have taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) Schedule 3.18(c) attached hereto contains a true and complete list and description of all licenses of or rights to Proprietary Information granted by the Sellers or the Company to others or by others to the Sellers or the Company. Except as described in Schedule 3.18(c), (i) the Sellers and the Company have not sold, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Sellers and the Company are 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 knowledge of the Sellers, threatened, which challenges the rights of the Company and the Sellers in respect of any Registered Right or any Proprietary Information. (e) The Company owns or has legally licensed all third-party computer software used in connection with the Business and has not infringed, and is not now infringing, on the rights of any third parties by its use of computer software.

Trademarks, Patents, Etc. (a) Schedule 3.18 (a3.18(a) attached hereto contains of the Company Disclosure Schedule sets forth a true -------- ------- complete and complete accurate list of (i) all letters patent, patent applications, trade namespatents, trademarks, service markstrade names and copyrights registered in the name of, trademark and service xxxx registrations and applicationsowned by, copyrights, copyright registrations and applications, grants of a license or right licensed to the Company or used by the Company in connection with respect its business, all applications therefor, and all licenses and other agreements relating thereto, and (ii) all agreements relating to Intellectual Property that the Company has licensed to, or authorized for use by, others or that has been licensed to or authorized for use by the Company (the "Third Party IP Licenses"). ----- ----- -- -------- (b) Except to the foregoingextent set forth on Schedule 3.18(b) of the Company -------- ------ Disclosure Schedule, both domestic the Company is the sole and foreignexclusive licensee or owner of the entire legal and beneficial right, claimed title and interest in and to the Intellectual Property listed on Schedule 3.18(a) of the Company Disclosure -------- ------ Schedule, free and clear of any lien, charge, security interest or other encumbrance, and has the sole and exclusive right to use all Intellectual Property used or necessary for the ordinary course of business as presently conducted and the consummation of the transactions contemplated hereby will not alter or impair any such right. Each of the Third Party IP Licenses described on Schedule 3.18(a) of the Company Disclosure Schedule is a valid, binding and -------- ------ enforceable obligation of the Company and, to the Company's knowledge, the other party or parties thereto, and is in full force and effect, and, subject to the Company obtaining the consents referred to on Schedule 3.26 of the Company -------- ---- Disclosure Schedule hereto prior to the Closing Date, any successors and assigns of the Company and each other party thereto, including any successors to the business of such entity through merger, sale of all or substantially all of the stock, assets or other interest in or of such party. (c) Except as disclosed on Schedule 3.18(c) of the Company Disclosure Schedule, neither the Company nor, to the Company's knowledge, the other party or parties thereto, is in breach of any license, sublicense or other agreement, including the Third Party IP Licenses, relating to Intellectual Property. The Company has complied with all of its obligations of confidentiality in respect of the Intellectual Property of others and has no knowledge of any violation of such obligations of confidentiality as are owed to the Company. (d) Except as disclosed on Schedule 3.18(d) of the Company Disclosure -------- ------ Schedule, the Company has received no notice, either written or verbal, that the use of the Intellectual Property owned by or licensed to the Company in the manner currently used by the Company infringes or will infringe a third party's patent, trademark or other Intellectual Property rights. Except as disclosed on Schedule 3.18(d) of the Company Disclosure Schedule, the Company has received no -------- ------ indication or notice that any of the Intellectual Property owned by or licensed to the Company is or will be the subject of an interference proceeding, opposition proceeding, reissue or reexamination proceeding, nullity action or other legal proceeding affecting such Intellectual Property rights in any court or regulatory or governmental office or tribunal and the Company has not made any dedication of any such Intellectual Property rights to the public. The Company has not sent any notices or made any threats, either written or verbal, regarding any Intellectual Property owned by or licensed to the Company or used or proposed contemplated to be used by the Company in the conduct of the Business, whether registered or not (collectively herein, "Registered Rights"). (b) Except as described in Schedule 3.18(b) attached hereto, the Sellers and the Company own and have the unrestricted right to use the Registered Rights. The Sellers to the best of their knowledge have the unrestricted right to use every trade secret, know-how, process, discovery, development, design, technique, program, code, 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 Sellers and the Company have taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) Schedule 3.18(c) attached hereto contains a true and complete list and description of all licenses of or rights to Proprietary Information granted by the Sellers or the Company to others or by others to the Sellers or the Companyits business. Except as described in disclosed on Schedule 3.18(c), (i3.18(d) the Sellers and of the Company have not soldDisclosure Schedule, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Sellers and the Company are -------- ------ has not obligated or under commenced any liability whatever to make any payments by way of royaltiesinterference proceedings, fees or otherwise to any owner or licensor ofopposition proceedings, nullity actions or other claimant to, any Registered Right or Proprietary Information. (d) There is no claim or demand legal proceedings with respect to the Intellectual Property rights of any Person pertaining tothird party. Except as disclosed on Schedule 3.18(d) of the -------- ------ Company Disclosure Schedule, or any Action that is pending orno claims have been asserted and, to the knowledge of the SellersCompany, threatenedno unasserted claims are pending, which challenges by any Person regarding the rights use of any Intellectual Property owned or licensed to the Company, or challenging or questioning the validity or effectiveness of any license or agreement relating to such Intellectual Property, and to the knowledge of the Company there is no basis for such claim. Except as set forth on Schedule -------- 3.18(d) of the Company Disclosure Schedule, the Company has not received notice ------ of any default notice or threat thereof with respect to any Third Party IP License, agreement or other arrangement relating to the Company's Intellectual Property and the Sellers Company has no reasonable basis for suspecting that such action will be forthcoming. To the Company's knowledge, each of the patents to which the Third Party IP Licenses described on Schedule 3.18(a) of the Company -------- ------ Disclosure Schedule relate (the "Patents"), are currently in respect compliance with ------- formal legal requirements (including payment of filing, examination and maintenance fees and proofs of working or use). Except as disclosed on Schedule 3.18(d) of the -------- ------ Company Disclosure Schedule, the Company has no knowledge of any Registered Right facts that could cause the Patents to be invalid or unenforceable. Except as set forth on Schedule 3.18(d) of the Company Disclosure Schedule and to the knowledge of the -------- ------ Company, there is no potentially interfering patent or patent application of any Proprietary Informationthird party; and, to the knowledge of the Company, no Patent is infringed or has been challenged or threatened in any way. (e) Except as set forth on Schedule 3.18(e) of the Company Disclosure -------- ------ Schedule, the Company's ability to use any of the Intellectual Property registered in the name of, owned by, or licensed to the Company set forth on any of the schedules referred to in this Section 3.18 will not be adversely affected by the consummation of the transactions contemplated hereby. (f) The Company owns or has legally licensed all third-party computer software used in connection with the Business and has not infringed, and is not now infringing, on the rights no knowledge of any third parties by its reason that, following the consummation of the transactions contemplated hereby, Parent will not have the ability to use any of computer softwarethe Intellectual Property registered in the name of, owned by, or licensed to the Company set forth on any of the schedules referred to in this Section 3.18 to develop and commercialize any of the Company's drug candidates for the indications for which the Company is currently developing such drug candidates.

Trademarks, Patents, Etc. (a) Schedule 3.18 (a) attached hereto contains a true and complete list of all letters patent, patent applications, trade names, The REPRESENTATIVE acknowledges that this Agreement conveys no right to any trademarks, service marks, trademark and service xxxx registrations and applications, copyrights, copyright registrations and applicationspatents, grants of a license proprietary information or right to the Company with respect to the foregoing, both domestic and foreign, claimed by Company or used or proposed to be used by the Company in the conduct other intellectual property rights of the BusinessCOMPANY, whether registered or not (collectively herein, "Registered Rights")all of which are the sole property of the COMPANY. (b) Except as described The REPRESENTATIVE shall advertise the Products solely under the trademarks of the COMPANY PROVIDED THAT the advertisements of the Products may include, in Schedule 3.18(b) attached heretoa position that is remote from the trademarks, the Sellers name and/or address of the REPRESENTATIVE. All goodwill and any rights that may arise as a result of REPRESENTATIVE's use of the Company own and have the unrestricted right to use the Registered Rights. The Sellers COMPANY's trademarks, trade names or logos shall inure solely to the best of their knowledge have the unrestricted right to use every trade secret, know-how, process, discovery, development, design, technique, program, code, 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 benefit 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 Sellers and the Company have taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary InformationCOMPANY. (c) Schedule 3.18(c) attached hereto contains a true and complete list and description The REPRESENTATIVE shall not at any time in any manner whether by advertising or in any other manner do any act or thing which would or might adversely affect the validity of all licenses of any patents, copyrights or rights trademarks belonging to Proprietary Information granted the COMPANY, except by the Sellers or the Company to others or by others to the Sellers or the Company. Except as described in Schedule 3.18(c), (i) the Sellers and the Company have not sold, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Sellers and the Company are 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 InformationCOMPANY's direction. (d) There is no claim or demand The REPRESENTATIVE shall upon becoming aware of any Person pertaining to, infringement or any Action that is pending or, to the knowledge of the Sellers, threatened, which challenges the rights of the Company and the Sellers in respect imitation of any Registered Right such patents, copyrights or any Proprietary Informationtrademarks in the Territory, immediately notify the COMPANY thereof by facsimile confirmed by letter. (e) The Company owns Neither the COMPANY nor the REPRESENTATIVE, its officers, agents, servants, and employees shall not during the term of this Agreement or has any time thereafter, disclose in any manner to any person, firm or corporation whether in competition with either party or not, any knowledge or information pertaining to the conduct or details of either party's business or its processes, formulas, machinery, devices, products, and components used by either party in carrying on its own business, or lists of either party's customers. This obligation of confidentiality shall not extend to: (i) Information which is or becomes part of the public domain through no fault of either party; (ii) Information which can be shown to have been legally licensed all third-disclosed to either party computer software used in connection with the Business and by a third party which has not infringed, and is not now infringing, on breached any obligation as to non-disclosure; (iii) Information which can be shown by either party to have been acquired without restriction prior to disclosure of the rights same information to it by the other party; (iv) Information which can be shown by either party to have been developed by it independently of any third parties by disclosure of confidential information to it pursuant to this Agreement; or (v) Information about market conditions or customers which either party develops as a result of its use of computer softwareduties hereunder.

Trademarks, Patents, Etc. (a) Schedule 3.18 (a) attached hereto contains a true The Company has the right to use the name "Windsor" in connection with the sale of pre-framed art and complete list mirrors in the contiguous United States of all letters America and owns the toll free number 000-000-0000. No other patent, patent applications, trade names, trademarkstrademark, service marksxxxx, trademark and service xxxx registrations and applicationstradename, copyrights, or copyright registrations and applications, grants of a or license or right to the Company with respect to the foregoing, both domestic and foreign, claimed by Company or used or proposed to be used by the Company in the conduct any of the Business, whether registered or not foregoing (collectively herein, "Registered Rights"), is necessary to ----------------- permit the Company's business as now conducted or as heretofore conducted. (b) Except as described in Schedule 3.18(b) attached hereto, the Sellers and the The Company own and have the unrestricted right to use the Registered Rights. The Sellers to the best of their knowledge have has the unrestricted right to use every trade secret, know-how, process, discovery, development, design, technique, program, code, 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") ----------- Information"),if any, 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 Sellers and the Company have has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) Schedule 3.18(c) attached hereto contains a true and complete list and description of all licenses of or rights to Proprietary Information granted by the Sellers or the The Company to others or by others to the Sellers or the Company. Except as described in Schedule 3.18(c), (i) the Sellers and the Company have has not sold, transferred, assigned, licensed licensed, restricted, encumbered or subjected to any Lien, the name "Windsor" or any Registered Right or Proprietary Information or any interest therein, therein except in connection with the Credit Facility and (ii) the Sellers and the Company are 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 Rights 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 knowledge of the Sellers, or threatened, which challenges challenge the rights of the Company and the Sellers in respect of any Registered Right Rights or any Proprietary Information. (e) The Company owns or has legally licensed all third-party computer software used in connection with the Business and has not infringed, and is not now infringing, on the rights of any third parties by its use of computer software.

Trademarks, Patents, Etc. (a) Schedule 3.183.08 (a) attached hereto contains will contain a true and complete list of all letters patentpatents, patent applications, trade names, logos, trademarks, service marks, trademark and service 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 the Company or used or proposed to be used by the Company in the conduct of the Businessits business, whether registered or 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 will be made available to Buyer pursuant to Section 8.04 hereof. (b) Except as described in Schedule 3.18(b) attached hereto, the Sellers The Company owns and the Company own and have has the unrestricted right to use the Registered Rights. The Sellers to the best of their knowledge have the unrestricted right to use Rights and every trade secret, know-how, process, discovery, development, design, technique, program, code, 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") ), if any, 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 Sellers and the Company have has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) Schedule 3.18(c) attached hereto contains a true and complete list and description of all licenses of or rights to Proprietary Information granted by the Sellers or the The Company to others or by others to the Sellers or the Company. Except as described in Schedule 3.18(c), (i) the Sellers and the Company have has not sold, transferred, assigned, licensed licensed, restricted, encumbered or subjected to any Lien, any Registered Right or any Proprietary Information or any interest therein, therein and (ii) the Sellers and the Company are 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 knowledge of the Sellers, or threatened, which challenges challenge the rights of the Company and the Sellers in respect of any Registered Right or any Proprietary Information. (e) The Company owns or has legally licensed all third-party computer software used in connection with the Business and has not infringed, and is not now infringing, on the rights of any third parties by its use of computer software.

Trademarks, Patents, Etc. (a) Schedule 3.18 (a4.8(a) attached hereto contains a true complete and complete accurate list of all letters patent, patent applications, trade names, trademarks, service marks, trademark and service xxxx mark registrations and applications, copyrights, copyright registrations registratixxx and applications, URLs, grants of a license or right to the Company or its Subsidiaries or the Shareholder or its Subsidiaries with respect to the foregoing, both domestic and foreign, claimed by the Company or its Subsidiaries or used or proposed to be used by the Company or its Subsidiaries in the conduct of the Businessits business, whether registered or not (collectively herein, "Registered Rights"). (b) Except as described in Schedule 3.18(b) attached hereto4.8(b), the Sellers Company owns and the Company own and have has the unrestricted right to use the Registered Rights. The Sellers to the best of their knowledge have the unrestricted right to use Rights and every trade secret, know-how, process, discovery, development, design, technique, program, code, 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 CompanyCompany or its Subsidiaries, free and clear of any right, equity or claim of others. The Sellers Company and the Company have its Subsidiaries each has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) Schedule 3.18(c4.8(c) attached hereto contains a true and complete list and description of all licenses of or rights to Registered Rights and Proprietary Information granted to the Company or its Subsidiaries or the Shareholder or its Subsidiaries by others or to others by the Sellers Company or the Company to others or by others to the Sellers or the Companyits Subsidiaries. Except as described in Schedule 3.18(c4.8(c), (i) the Sellers and neither the Company have not nor any of its Subsidiaries nor the Shareholder nor its Subsidiaries has sold, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Sellers and neither the Company are nor any of its Subsidiaries nor the Shareholder nor its Subsidiaries has infringed, violated or breached and 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 knowledge of Shareholder's or the SellersCompany's knowledge, threatened, which challenges the rights of the Company and the Sellers or its Subsidiaries in respect of any Registered Right or any Proprietary Information. (e) The Company owns or has legally licensed all third-party computer software used in connection with the Business and has not infringed, and There is not now infringing, on no requirement of consent from any Person pertaining to the rights of the Company or its Subsidiaries or the Shareholder or its Subsidiaries in respect of any third parties Registered Right and Proprietary Information or transfer of rights thereto. (f) All Registered Rights and Proprietary Information granted to or owned by the Company or its Subsidiaries or the Shareholder or its Subsidiaries shall be assigned to the Company at or prior to the Closing, and all such Registered Rights and Proprietary Information will be owned by or exclusively licensed to and available for use by the Company immediately following the Closing, including, but not limited to, all Registered Rights and Proprietary Information granted to or owned by USPLIP for the benefit of computer softwarethe Company.

Trademarks, Patents, Etc. (a) Schedule 3.18 (a3.08(a) attached hereto contains a true and complete list of all letters patent, patent applications, trade names, logos, trademarks, service marks, trademark and service 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 the Company or used or proposed to be used by the Company in the conduct of the Businessits business, whether registered or 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 3.18(b) attached hereto3.08(b), the Sellers Company owns exclusively and has the Company own exclusive and have the unrestricted right to use the Registered Rights. The Sellers to the best of their knowledge have the unrestricted right to use , and all renewals therefor and claims for infringement thereof, and every trade secret, know-how, process, discovery, development, design, technique, program, code, 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 Sellers and the Company have has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) Schedule 3.18(c3.08(c) attached hereto contains a true and complete list and non- confidential description of all licenses of of, or rights to to, Proprietary Information granted by the Sellers or to the Company by others or to others or by others to the Sellers or the Company. Except as described in Schedule 3.18(c3.08(c), (i) the Sellers and the Company have 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 Sellers and the Company are 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 knowledge of the SellersCompany's knowledge, threatened, which challenges challenge the rights of the Company and the Sellers in respect of any Registered Right or any Proprietary Information. (e) The Company owns or has legally licensed all third-party computer software used in connection with the Business and has not infringed, and is not now infringing, on the rights of any third parties by its use of computer software.