Common use of Valid Intellectual Property Clause in Contracts

Valid Intellectual Property. With respect to each item of Company Registered Intellectual Property to the Company’s Knowledge: (i) all necessary registration, maintenance and renewal fees have been paid, and all necessary documents and certificates have been filed with the relevant patent, copyright, trademark or other authorities in the jurisdiction of registration for the purposes of maintaining the Intellectual Property Rights therein; (ii) each such item is currently in material compliance with formal legal payment and filing requirements (including payment of filing, examination and maintenance fees and proofs of use and timely filing of affidavits of use and incontestability and renewal applications), in accordance with applicable Laws, in the jurisdiction of registration; (iii) each such item has been duly maintained and is subsisting, valid and enforceable; and (iv) no patent application filed by the Company for any Company Intellectual Property has been cancelled, abandoned, allowed to lapse or not renewed. To the Company’s Knowledge, there are no facts, information, or circumstances, including any information or facts that would constitute prior art, that would render any item of the Company Registered Intellectual Property invalid or unenforceable, or would affect any pending application for any Company Registered Intellectual Property. The Company has never misrepresented, or failed to disclose, any facts or circumstances in any application for any item of Company Registered Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the enforceability of any Company Registered Intellectual Property. To the Company’s Knowledge, no proceedings or actions before any court or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) relating to the validity, enforceability, scope, ownership or Infringement of any of the Company Registered Intellectual Property have been threatened. The Company is not currently conducting the Business, nor is the Company using, applying for, or enforcing (or, failing to use or enforce) any Intellectual Property right in a manner that would result in the abandonment, cancellation, invalidity, or unenforceability of any Intellectual Property right (including without limitation the failure to preserve the confidentiality of non-public information), and the Company is not acting or failing to act in a way likely to result in the forfeiture or relinquishment of any Intellectual Property right.

Valid Intellectual Property. With respect to each item of Company Registered Intellectual Property to the Company’s KnowledgeProperty: (i) all necessary registration, maintenance and renewal fees due and payable before the Closing have been paid, and all necessary documents and certificates that are required to be filed before the Closing have been filed with the relevant patent, copyright, trademark or other authorities in the jurisdiction of registration for the purposes of maintaining the Intellectual Property Rights therein; (ii) each such item is currently in material compliance with formal legal payment and filing requirements (including payment of filing, examination and maintenance fees and proofs of use and timely filing of affidavits of use and incontestability and renewal applications), in accordance with applicable Laws, ) in the jurisdiction of registration; and (iii) each such item has been duly maintained and is subsisting, valid and enforceable; and (iv) no patent application filed by the Company for any Company Intellectual Property has been cancelled, abandoned, allowed to lapse or not renewed. To the Knowledge of the Company’s Knowledge, there are no facts, information, or circumstances, including any information or facts that would constitute prior art, that would render any item of the Company Registered Intellectual Property invalid or unenforceable, or would affect any pending application for any Company Registered Intellectual Property. The Company has never misrepresented, or failed to disclose, any facts or circumstances in any application for any item of Company Registered Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the enforceability of any Company Registered Intellectual Property. To the Knowledge of the Company’s Knowledge, no proceedings or actions before any court or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) relating to the validity, enforceability, scope, ownership or Infringement of any of the Company Registered Intellectual Property have been threatened. The Company is not currently conducting the Business, nor is the Company using, applying for, or enforcing (or, failing to use or enforce) any Intellectual Property right threatened in a manner that would result in the abandonment, cancellation, invalidity, or unenforceability of any Intellectual Property right (including without limitation the failure to preserve the confidentiality of non-public information), and the Company is not acting or failing to act in a way likely to result in the forfeiture or relinquishment of any Intellectual Property rightwriting.

Valid Intellectual Property. With respect to each item of Company Registered Intellectual Property and, to the Company’s Knowledge, each item of Licensed Intellectual Property: (iA) all necessary registration, maintenance and renewal fees have been paid, and all necessary documents and certificates have been filed with the relevant patent, copyright, trademark or other authorities in the jurisdiction of registration United States or foreign jurisdictions, as the case may be, for the purposes of maintaining the such Intellectual Property Rights thereinRights; (iiB) each such item is currently in material compliance with formal legal payment and filing requirements (including payment of filing, examination and maintenance fees and proofs of use and timely filing of affidavits of use and incontestability and renewal applications), in accordance with applicable Laws, in the jurisdiction of registration; and (iiiC) each such item has been duly maintained and is subsisting, valid and enforceable; and (iv) no patent application filed by the Company for any Company Intellectual Property has been cancelled, abandoned, allowed to lapse or not renewed. To the Knowledge of the Company’s Knowledge, there are no facts, information, or circumstances, including any information or facts that would constitute prior art, that would render any material item of the Company Registered Intellectual Property or Licensed Intellectual Property invalid or unenforceable, or would affect any pending application for any material item of Company Registered Intellectual Property or Licensed Intellectual Property. The Company has never not misrepresented, or failed to disclose, any facts or circumstances in any application for for, or prosecution of, any item of Company Registered Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the enforceability of any Company Registered Intellectual Property. The Company has no Knowledge of facts that would constitute a fraud or a misrepresentation in any application for, or prosecution of, any Licensed Intellectual Property or that would otherwise affect the enforceability of any Licensed Intellectual Property. To the Knowledge of the Company’s Knowledge, no proceedings or actions before any court or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) raised relating to the validity, enforceability, scope, ownership or Infringement of any of the Company Registered Intellectual Property or the Licensed Intellectual Property have been threatened. The Company is not currently conducting the Business, nor is the Company using, applying for, or enforcing (or, failing to use or enforce) any Intellectual Property right in a manner that would result in the abandonment, cancellation, invalidity, or unenforceability of any Intellectual Property right (including without limitation the failure to preserve the confidentiality of non-public information), and the Company is not acting or failing to act in a way likely to result in the forfeiture or relinquishment of any Intellectual Property right.

Valid Intellectual Property. With respect to each material item of Company Registered Intellectual Property and, to the Company’s Knowledge, each item of Licensed Intellectual Property: (iA) all necessary registration, maintenance and renewal fees have been paid, and all necessary documents and certificates have been filed with the relevant patent, copyright, trademark or other authorities in the jurisdiction of registration for the purposes of maintaining the Intellectual Property Rights therein; (iiB) each such item is currently in material compliance with formal legal payment and filing requirements (including payment of filing, examination and maintenance fees and proofs of use and timely filing of affidavits of use and incontestability and renewal applications), in accordance with applicable Laws, ) in the jurisdiction of registration; and (iiiC) each such item has been duly maintained and is subsisting, valid and enforceable; and (iv) no patent application filed by the Company for any Company Intellectual Property has been cancelled, abandoned, allowed to lapse or not renewed. To the Knowledge of the Company’s Knowledge, there are no facts, information, or circumstances, including any information or facts that would constitute prior art, that would render any material item of the Company Registered Intellectual Property or Licensed Intellectual Property invalid or unenforceable, or would affect any pending application for any material item of Company Registered Intellectual Property or Licensed Intellectual Property. The Neither the Company nor any of its Subsidiaries has never misrepresented, or failed to disclose, any facts or circumstances in any application for any material item of Company Registered Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the enforceability of any material item of Company Registered Intellectual Property. The Company has no knowledge of facts that would constitute a fraud or a misrepresentation in any application of any Licensed Intellectual Property or that would otherwise affect the enforceability of any Licensed Intellectual Property. To the Knowledge of the Company’s Knowledge, no proceedings or actions before any court or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) relating to the validity, enforceability, scope, ownership or Infringement of any of the Company Registered Intellectual Property or the Licensed Intellectual Property have been threatened. The Company is not currently conducting the Business, nor is the Company using, applying for, or enforcing (or, failing to use or enforce) any Intellectual Property right in a manner that would result in the abandonment, cancellation, invalidity, or unenforceability of any Intellectual Property right (including without limitation the failure to preserve the confidentiality of non-public information), and the Company is not acting or failing to act in a way likely to result in the forfeiture or relinquishment of any Intellectual Property right.