Common use of Intellectual Property and Technology Clause in Contracts

Intellectual Property and Technology. Schedule 4.1(h)(i) sets forth a list, as of the date of this Agreement, of all material patents, patent applications, registered trademarks, trademark applications, registered service marks, service xxxx applications, registered copyrights and copyright applications owned by Sellers that relate primarily to the Business or owned by a Sold Subsidiary (except as otherwise provided by Section 5.16 and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties) and included in the Acquired Assets or the Subsidiary Assets and, to the extent indicated on such Schedule, the Intellectual Property listed in Schedule 4.1(h)(i) has been duly registered in, filed in or issued by the United States Copyright Office or the United States Patent and Trademark Office, the appropriate offices in the various states of the United States and the appropriate offices of other jurisdictions. Except as set forth in Schedule 4.1(h)(ii) and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all material Intellectual Property and material Technology (other than licenses) included in the Acquired Assets or the Subsidiary Assets, free and clear of any security interests. Except as set forth in Schedule 4.1(h)(iii), and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all right to xxx and keep any damage awards for any past infringements by third parties of any material Intellectual Property or Technology (other than licenses). Except as set forth in Schedule 4.1(h)(iv), since January 1, 1997, no Seller or Sold Subsidiary has received any written notice from any other Person challenging in any material respect the right of Sellers or the Sold Subsidiaries to use any of the material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets or any rights thereunder. Sellers have taken measures, consistent with Sellers' corporate practice, to protect the secrecy, confidentiality and value of the material Technology included in the Acquired Assets. Except for the Excluded Assets (other than those described in clause (viii) of the definition of Excluded Assets) and subject to Section 2.2(c), Seller does not own any material intellectual property rights that it is not transferring to Purchaser that are required for Purchaser (together with the rights of Purchaser under the Purchaser Ancillary Documents, the Novation Agreements and the Purchaser Permits) to operate the Business after Closing in the manner in which it presently is operated. Except as set forth in Schedule 4.1(h)(v), since January 1, 1997, no Seller or Sold Subsidiary has made any claim in writing of a violation, infringement, misuse or misappropriation by others of their rights to or in connection with any material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets, which claim is still pending. Except as set forth in Schedule 4.1(h)(vi), to the knowledge of CBS, as of the date of this Agreement, there is no pending or threatened claim by any third Person of a violation, infringement, misuse or misappropriation by any Seller or Sold Subsidiary of any intellectual property or technology owned by any third Person, or of the invalidity of any patent or registration of a copyright, trademark, servicemark or trade name included in the Acquired Assets or the Subsidiary Assets, which if adversely determined would reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.1(h)(vii), there are no interferences or other contested proceedings, either pending or, to the knowledge of CBS, threatened, in the United States Copyright Office, the United States Patent and Trademark Office or any Governmental Authority relating to any pending application with respect to any material Intellectual Property. The use by Purchaser and its Affiliates of the names and marks of CBS as permitted under the licenses described in Section 5.9(b) will not infringe on the rights of third parties. Except as provided in the immediately preceding sentence, nothing in this Agreement shall imply an indemnity for the infringement of third party intellectual property rights not within the knowledge of CBS.

Intellectual Property and Technology. Schedule 4.1(h)(i) sets forth a list, as of the date of this Agreement, of all material patents, patent applications, registered trademarks, trademark applications, registered service marksservicemarks, service xxxx servicemark applications, registered copyrights and copyright applications owned by the Sellers that relate primarily to the Business or owned by a Sold Subsidiary (except as otherwise provided by Section 5.16 and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties5.16) and included in the Acquired Assets or and the Subsidiary Assets and, to the extent indicated on such Schedule, the such Intellectual Property listed in Schedule 4.1(h)(i) has been duly registered in, filed in or issued by the United States Copyright Office or the United States Patent and Trademark Office, the appropriate offices in the various states of the United States and the all appropriate offices of all other jurisdictions. Except as set forth in on Schedule 4.1(h)(ii) and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties), a Seller or a Sold Subsidiary is the sole and exclusive owner of all material Intellectual Property and material Technology (other than licenses) included in the Acquired Assets or the Subsidiary Assetsand material Technology, free and clear of any security interests. Except as set forth in Schedule 4.1(h)(iii), and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller all Encumbrances or a Sold Subsidiary is the sole and exclusive owner of all right to xxx and keep any damage awards for any past infringements by third parties of any material Intellectual Property or Technology Liens (other than licensesPermitted Liens). Except as set forth in on Schedule 4.1(h)(iv4.1(h)(iii), since January 1, 19971994, no Seller or Sold Subsidiary has received any written notice from any other Person challenging in any material respect the right of Sellers or the Sold Subsidiaries to use any of the material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets or any rights thereunder. Sellers have taken measures, consistent with Sellers' corporate practice, to protect the secrecy, confidentiality and value of the material Technology and to avoid infringement and misappropriation of the Intellectual Property. To Seller's knowledge and except as set forth on Schedules 4.1(h) (iii); (iv); (v) and (vi), the Intellectual Property and the Technology included in the Acquired Assets. Except for Assets together with Purchaser's rights under the Excluded Assets (other than those described in clause (viii) of Shared Technology Agreement are all the definition of Excluded Assets) and subject to Section 2.2(c), Seller does not own any material intellectual property rights that it is not transferring to Purchaser that are and rights in technology required for Purchaser (together with the rights of Purchaser under the Purchaser Ancillary Documents, the Novation Agreements and the Purchaser Permits) to operate run the Business after Closing in the manner in which it presently is operated. Except as set forth in on Schedule 4.1(h)(v4.1(h)(iv), since January 1, 19971994, no Seller or Sold Subsidiary has made any claim in writing of a violation, infringement, misuse or misappropriation by others of their rights to or in connection with any material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary AssetsTechnology, which claim is still pending. Except as set forth in on Schedule 4.1(h)(vi4.1(h)(v), to the knowledge of CBSWEC's knowledge, as of the date of this Agreement, there is no pending or threatened claim by any third Person of a material violation, infringement, misuse or misappropriation by any Seller or Sold Subsidiary of any intellectual property material Intellectual Property or technology Technology owned by any third Person, or of the invalidity of any patent or registration of a copyright, trademark, servicemark or trade name included in the Acquired Assets or the Subsidiary Assets, which if adversely determined would reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.1(h)(vii), there are no interferences or other contested proceedings, either pending or, to the knowledge of CBS, threatened, in the United States Copyright Office, the United States Patent and Trademark Office or any Governmental Authority relating to any pending application with respect to any material Intellectual Property. The use by Purchaser and its Affiliates of the names and marks of CBS as permitted under the licenses described in Section 5.9(b) will not infringe on the rights of third parties. Except as provided in the immediately preceding sentence, nothing in this Agreement shall imply an indemnity for the infringement of third party intellectual property rights not within the knowledge of CBS.is part of

Intellectual Property and Technology. Schedule 4.1(h)(i) sets forth a list, as of the date of this Agreement, of all material patents, patent applications, registered trademarks, trademark applications, registered service marks, service xxxx applications, registered copyrights and copyright applications owned by Sellers that relate primarily to the Business or owned by a Sold Subsidiary (except as otherwise provided by Section 5.16 and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties) and included in the Acquired Assets or the Subsidiary Assets and, to the extent indicated on such Schedule, the Intellectual Property listed in Schedule 4.1(h)(i) has been duly registered in, filed in or issued by the United States Copyright Office or the United States Patent and Trademark Office, the appropriate offices in the various states of the United States and the appropriate offices of other jurisdictions. Except as set forth in Schedule 4.1(h)(ii) and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all material Intellectual Property and material Technology (other than licenses) included in the Acquired Assets or the Subsidiary Assets, free and clear of any security interests. Except as set forth in on Schedule 4.1(h)(iii), and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all right to xxx and keep any damage awards for any past infringements by third parties of any material Intellectual Property or Technology (other than licenses). Except as set forth in on Schedule 4.1(h)(iv), since January 1, 1997, no Seller or Sold Subsidiary has received any written notice from any other Person challenging in any material respect the right of Sellers or the Sold Subsidiaries to use any of the material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets or any rights thereunder. Sellers have taken measures, consistent with Sellers' corporate practice, to protect the secrecy, confidentiality and value of the material Technology included in the Acquired Assets. Except for the Excluded Assets (other than those described in clause (viii) of the definition of Excluded Assets) and subject to Section 2.2(c), Seller does not own any material intellectual property rights that it is not transferring to Purchaser that are required for Purchaser (together with the rights of Purchaser under the Purchaser Ancillary Documents, the Novation Agreements and the Purchaser Permits) to operate the Business after Closing in the manner in which it presently is operated. Except as set forth in on Schedule 4.1(h)(v), since January 1, 1997, no Seller or Sold Subsidiary has made any claim in writing of a violation, infringement, misuse or misappropriation by others of their rights to or in connection with any material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets, which claim is still pending. Except as set forth in on Schedule 4.1(h)(vi), to the knowledge of CBS, as of the date of this Agreement, there is no pending or threatened claim by any third Person of a violation, infringement, misuse or misappropriation by any Seller or Sold Subsidiary of any intellectual property or technology owned by any third Person, or of the invalidity of any patent or registration of a copyright, trademark, servicemark or trade name included in the Acquired Assets or the Subsidiary Assets, which if adversely determined would reasonably be expected to have a Material Adverse Effect. Except as set forth in on Schedule 4.1(h)(vii), there are no interferences or other contested proceedings, either pending or, to the knowledge of CBS, threatened, in the United States Copyright Office, the United States Patent and Trademark Office or any Governmental Authority relating to any pending application with respect to any material Intellectual Property. The use by Purchaser and its Affiliates of the such names 41 and marks of CBS as permitted under the licenses described in Section 5.9(b) will not infringe on the rights of third parties. Except as provided in the immediately preceding sentence, nothing in this Agreement shall imply an indemnity for the infringement of third party intellectual property rights not within the knowledge of CBS.

Intellectual Property and Technology. Schedule 4.1(h)(i) sets forth a list, as of the date of this Agreement, of all material patents, patent applications, registered trademarks, trademark applications, registered service marks, service xxxx applicationsmark xxxlications, registered copyrights and copyright applications owned by Sellers that relate primarily to the Business or owned by a Sold Subsidiary (except as otherwise provided by Section 5.16 and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties) and included in the Acquired Assets or the Subsidiary Assets and, to the extent indicated on such Schedule, the Intellectual Property listed in on Schedule 4.1(h)(i) has been duly registered in, filed in or issued by the United States Copyright Office or the United States Patent and Trademark Office, the appropriate offices in the various states of the United States and the appropriate offices of other jurisdictions. Except as set forth in on Schedule 4.1(h)(ii) and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all material Intellectual Property and material Technology (other than licenses) included in the Acquired Assets or the Subsidiary Assets, free and clear of any security interests. Except as set forth in on Schedule 4.1(h)(iii), and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all right to sue xxx and keep any damage awards for any past infringements by third parties of any material Intellectual Property or Technology (other than licenses). Except as set forth in on Schedule 4.1(h)(iv), since January 1, 1997, no Seller or Sold Subsidiary has received any written notice from any other Person challenging in any material respect the right of Sellers or the Sold Subsidiaries to use any of the material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets or any rights thereunder. Sellers have taken measures, consistent with Sellers' corporate practice, to protect the secrecy, confidentiality and value of the material Technology included in the Acquired Assets. Except for the Excluded Assets (other than those described in clause (viii) of the definition of Excluded Assets) and subject to Section 2.2(c), Seller does not own any material intellectual property rights that it is not transferring to Purchaser that are required for Purchaser (together with the rights of Purchaser under the Purchaser Ancillary Documents, the Novation Agreements and the Purchaser Permits) to operate the Business after Closing in the manner in which it presently is operated. Except as set forth in on Schedule 4.1(h)(v), since January 1, 1997, no Seller or Sold Subsidiary has made any claim in writing of a violation, infringement, misuse or misappropriation by others of their rights to or in connection with any material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets, which claim is still pending. Except as set forth in Schedule 4.1(h)(vi), to the knowledge of CBS, as of the date of this Agreement, there is no pending or threatened claim by any third Person of a violation, infringement, misuse or misappropriation by any Seller or Sold Subsidiary of any intellectual property or technology owned by any third Person, or of the invalidity of any patent or registration of a copyright, trademark, servicemark or trade name included in the Acquired Assets or the Subsidiary Assets, which if adversely determined would reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.1(h)(vii), there are no interferences or other contested proceedings, either pending or, to the knowledge of CBS, threatened, in the United States Copyright Office, the United States Patent and Trademark Office or any Governmental Authority relating to any pending application with respect to any material Intellectual Property. The use by Purchaser and its Affiliates of the names and marks of CBS as permitted under the licenses described in Section 5.9(b) will not infringe on the rights of third parties. Except as provided in the immediately preceding sentence, nothing in this Agreement shall imply an indemnity for the infringement of third party intellectual property rights not within the knowledge of CBS.which