Common use of IP Agreements Clause in Contracts

IP Agreements. Other than licenses with respect to commercially available equipment, components or products (including software products under standard end-user object code license agreements, Section 2.8(b) of the Company Disclosure Document contains a complete and accurate list of all outstanding options, licenses, agreements, source code escrow agreements to which, prior to the execution of the Asset Transfer Agreement and the consummation of the transactions contemplated thereunder, the Company is a party which include the grant or receipt of rights to, or include any claims, encumbrances, liens or shared ownership interests of in, Intellectual Property of the Company or any third party. To the Company’s Knowledge, the owners of any Intellectual Property licensed to the Company have taken all necessary and desirable actions to maintain and protect the Intellectual Property that is subject to such licenses. There have been no claims made against the Company by a third party asserting the invalidity, misuse or unenforceability of any of such Intellectual Property licensed to the Company that were actually used by Company prior to the Effective Time in the conduct of, or that are necessary for Company’s continuing conduct of, the Current Company Business. The Company has not received any written notices of any infringement or misappropriation by Company in its conduct of the Current Company Business of any Intellectual Property of any third party (including without limitation, any written demand or unsolicited request that the Company license any rights from a third party).