Common use of IP Assets Clause in Contracts

IP Assets. (a) Section 6.4(a) of the Seller Disclosure Schedule lists any proceedings or actions pending as of the date hereof before any court or tribunal (including the United States Patent and Trademark Office (the "PTO") or equivalent authority anywhere in the world) related to any of the IP Assets. (b) Except as set forth in Section 6.4(b)(i) of the Seller Disclosure Schedule, each patent and patent application included in the IP Assets is owned exclusively by the Seller. Except as set forth in Section 6.4(b)(ii) of the Seller Disclosure Schedule, each trademark application and registration included in the IP Assets is owned by Seller, although Seller does not warrant that it has the exclusive right as against any other users of the same or similar terms comprising each mark ▇▇▇her individually or in their entirety for any or all purposes. Except as set forth in Section 6.4(b)(iii) of the Seller Disclosure Schedule, all Domain Names are registered to Seller. In each case, except as set forth in Section 6.4(b)(iv) of the Seller Disclosure Schedule, such IP Assets are free and clear of all Liens. Seller has no knowledge of any third-party asserting common law rights or any other rights to use in any of the Trademarks. (c) With respect to inventions within the Patent Portfolio that are not, as of the Closing Date, the subject of pending patent applications or issued patents, Seller has not sold, offered for sale or publicly disclosed such inventions. Except as set forth in Section 6.4(c) of the Seller Disclosure Schedule, with regard to any IP Assets that are registered with or for which an application for registration has been filed with any governmental entity or domain name registrar as of the Closing Date, all necessary registration fees, maintenance fees, renewal fees, annuity fees and taxes due as of the Closing Date in connection with such IP Assets have been paid and all necessary documents and certificates in connection with such IP Assets have been filed with the relevant patent, copyright, trademark, domain name registrars or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting and/or maintaining the registration or application for registration of such IP Assets. (d) Section 6.4(d) of the Seller Disclosure Schedule contains a true and complete list of all contracts and licenses (including all inbound licenses) in effect as of the Closing Date to which the Seller is a party with respect to any of the IP Assets ("the CONTRACTS") (true and complete copies of which, or, if none exist, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been provided to Buyer prior to the execution of this Agreement). Except as set forth in Section 6.4(d) of the Seller Disclosure Schedule, there are no Contracts granting any rights to any third party with respect to any of the IP Assets. To Seller's knowledge, there are no Contracts under which there is any dispute, or facts that may reasonably lead to a dispute, regarding the scope of such Contract or performance thereunder, including with respect to any payments to be made or received by the Seller thereunder. (e) Except pursuant to the claims described in Section 6.4(e) of the Seller Disclosure Schedule, Seller has not received notice from any person claiming that any of the IP Assets infringe or misappropriate the intellectual property of any person or constitutes unfair competition or trade practices under any law, including notice of third party patent or other intellectual property rights from a potential licensor of such rights. (f) To Seller's knowledge, each patent disclosed in the Patent Portfolio is valid and enforceable, and, to Seller's knowledge, Seller and Seller's attorneys have not committed inequitable conduct or otherwise violated the rule of any patent office during the prosecution of any of the patents or patent applications contained within the Patent Portfolio. (g) Neither this Agreement nor any transactions contemplated by this Agreement will result in Buyer's granting any rights or licenses with respect to the intellectual property of Buyer to any person pursuant to any contract to which the Seller is a party or by which any of its IP Assets are bound. (h) Except for [***]*, the Seller has secured written assignments from all founders, consultants and employees who are named as inventors on patents and patent applications in the Patent Portfolio. Except for [***]*, the Seller has secured written agreements (true and complete copies of which have been provided to Buyer prior to the execution of this Agreement) from each founder, consultant and employee who is named as an inventor on the patents in the Patent Portfolio obligating such person to assist in the prosecution of such Patents.

IP Assets. (a) Section 6.4(a) 3.07 of the Seller Disclosure Schedule lists any proceedings or actions pending as sets forth a list of the date hereof before any court or tribunal (including the United States Patent all registrations and Trademark Office (the "PTO") or equivalent authority anywhere applications for registration in the world) related to any respect of the IP Assets. (b) Except as set forth in Section 6.4(b)(i) of the Seller Disclosure Schedule, each patent and patent application included in the IP Assets is owned exclusively by the Seller. Except as set forth in Section 6.4(b)(ii) 3.07 of the Seller Disclosure Schedule, each trademark application Seller owns (beneficially and registration included of record) all right, title and interest in the and to all IP Assets is owned by SellerAssets, although Seller does not warrant that it has the exclusive right as against any other users free and clear of the same or similar terms comprising each mark ▇▇▇her individually or in their entirety for any or all purposesLiens. Except as set forth in Section 6.4(b)(iii) 3.07 of the Seller Disclosure Schedule, all Domain Names are registered to Seller. In each case, except as set forth in Section 6.4(b)(iv) of the Seller Disclosure Schedule, such trademark applications within the IP Assets have been duly filed in the jurisdiction named in each such application, are free being actively prosecuted and clear of all Lienshave not been abandoned or allowed to lapse. Seller The Domain Name has no knowledge of any third-party asserting common law rights or any other rights to use in any of been validly registered with an authorized domain name registrar and the Trademarks. (c) With respect to inventions within the Patent Portfolio that are not, as of registration therefor is current through the Closing Date, the subject of pending patent applications or issued patents, Seller has not sold, offered for sale or publicly disclosed such inventions. Except as set forth in Section 6.4(c) 3.07 of the Seller Disclosure Schedule, with regard there is no Action that is pending or, to the knowledge of Seller, threatened that challenges the rights of Seller in respect of any IP Assets or the validity, enforceability or effectiveness thereof. Seller has not received any written communication alleging that Seller has infringed the intellectual property rights of any third party and there are no Actions that are registered with or for which an application for registration has been filed with any governmental entity or domain name registrar as pending or, to the knowledge of the Closing DateSeller, all necessary registration fees, maintenance fees, renewal fees, annuity fees and taxes due as of the Closing Date in connection with such IP Assets have been paid and all necessary documents and certificates in connection with such IP Assets have been filed with the relevant patent, copyright, trademark, domain name registrars or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting and/or maintaining the registration or application for registration of such IP Assets. (d) Section 6.4(d) of the threatened against Seller Disclosure Schedule contains a true and complete list of all contracts and licenses (including all inbound licenses) in effect as of the Closing Date to which the Seller is a party with respect to any of the IP Assets ("the CONTRACTS") (true and complete copies of which, or, if none exist, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been provided to Buyer prior to the execution of this Agreement)thereto. Except as set forth in Section 6.4(d) 3.07 of the Seller Disclosure Schedule, there are no Contracts granting any rights to any third party with respect to any the knowledge of the IP Assets. To Seller's knowledge, there are is no Contracts under which there is any disputeunauthorized use, infringement or facts that may reasonably lead to a dispute, regarding the scope of such Contract or performance thereunder, including with respect to any payments to be made or received by the Seller thereunder. (e) Except pursuant to the claims described in Section 6.4(e) of the Seller Disclosure Schedule, Seller has not received notice from any person claiming that any misappropriation of the IP Assets infringe or misappropriate the intellectual property of by any person or constitutes unfair competition or trade practices under any law, including notice of third party patent and there is no Action that is pending or other intellectual property threatened by Seller with respect thereto. Notwithstanding anything to the contrary, this representation shall not limit or restrict the transfer to Buyer pursuant to this Agreement of all right, title and interest in and to (i) the IP Assets owned by Seller throughout the world and (ii) the Domain Name; provided, however, that Seller does not represent, warrant or covenant that any rights from a potential licensor of such rights. (f) To Seller's knowledge, each patent disclosed in or to the Patent Portfolio is valid and enforceable, and, to Seller's knowledge, Seller and Seller's attorneys have not committed inequitable conduct or otherwise violated the rule of any patent office during the prosecution of any IP Assets exist anywhere outside of the patents United States of America or patent applications contained within the Patent Portfolio. (g) Neither this Agreement nor that Seller has any transactions contemplated by this Agreement will result right, title or interest in Buyer's granting any rights or licenses with respect to the intellectual property of Buyer to any person pursuant to any contract to which internet domain names other than the Seller is a party or by which any of its IP Assets are boundDomain Name. (h) Except for [***]*, the Seller has secured written assignments from all founders, consultants and employees who are named as inventors on patents and patent applications in the Patent Portfolio. Except for [***]*, the Seller has secured written agreements (true and complete copies of which have been provided to Buyer prior to the execution of this Agreement) from each founder, consultant and employee who is named as an inventor on the patents in the Patent Portfolio obligating such person to assist in the prosecution of such Patents.

IP Assets. (a) Section 6.4(aThe Seller Disclosure Schedule sets forth (i) all of the Intellectual Property owned by the Seller or to which the Seller has any right, title or interest (collectively, the “IP Assets”), and sets forth, for each item, the full legal name of the owner of record, applicable jurisdiction, status, application or registration number, and date of application, registration or issuance, as applicable, and including the following information: (1) for each Patent included in the Intellectual Property (a “Seller Patent”), all upcoming due dates and filing deadlines up to and including the date that is nine (9) months after the Closing Date; (2) for each registered trademark, trade name or service mark, the class of goods and services covered; (3) for each URL or domain name, any renewal date and the name of the relevant registry; and (4) for each registered mask work, the date of first commercial exploitation); and (ii) all products that are currently sold, published, offered for sale, or under development by the Seller and a list of all registrations and applications for registration in respect of the IP Assets. Except as set forth in the Seller Disclosure Schedule, Seller owns (beneficially and of record) all right, title and interest in and to all IP Assets, free and clear of all Liens. Except as set forth in the Seller Disclosure Schedule, all of the trademark applications within the IP Assets have been duly filed in the jurisdiction named in each such application, are being actively prosecuted and have not been abandoned or allowed to lapse. The Domain Names has been validly registered with an authorized domain name registrar and the registration therefor is current through the Closing Date. Except as set forth in the Seller Disclosure Schedule, there is no Action that is pending or, to the knowledge of Seller, threatened that challenges the rights of Seller in respect of any IP Assets or the validity, enforceability or effectiveness thereof. Seller has not received any written communication alleging that Seller has infringed the intellectual property rights of any third party and there are no Actions that are pending or, to the knowledge of Seller, threatened against Seller with respect thereto. Except as set forth in the Seller Disclosure Schedule, to the knowledge of Seller, there is no unauthorized use, infringement or misappropriation of the IP Assets by any third party and there is no Action that is pending or threatened by Seller with respect thereto. Notwithstanding anything to the contrary, this representation shall not limit or restrict the transfer to Buyer pursuant to this Agreement of all right, title and interest in and to the IP Assets owned by Seller throughout the world. (b) The Seller has complied with all the requirements of all United States, Canada, and other foreign patent offices and all other applicable Authorities to maintain the Seller Patents in full force and effect in all material respects, including payment of all required fees when due to such offices or entities. Other than prior art references cited in the applicable patent office file history of any Seller Patent (a complete copy of which the Seller has delivered to Buyer), to the knowledge of the Seller Disclosure Schedule lists there are no prior art references or prior public uses, sales, offers for sale or disclosures that could invalidate the Seller Patents or any proceedings claim thereof, or actions pending as of any conduct the result of which could render the Seller Patents or any claim thereof invalid or unenforceable. (c) The original, first and joint inventors of the date hereof before subject matter claimed in the Seller Patents are properly named in the Seller Patents, and the applicable statutes governing marking of Products covered by the inventions in the Seller Patents have been fully complied with in all material respects. (d) The IP Assets constitute all of the Intellectual Property used in the conduct of the business of the Seller as now conducted or and each item of IP Assets will, immediately following the Closing Date, be owned or licensed for use by Buyer and its Affiliates on the same terms with which the Seller, immediately prior to the Closing Date, owns or licenses such item. Each item of IP Assets is owned solely by the Seller free and clear of any court Liens. The Seller does not host, offer as a service, uses in a service bureau or tribunal otherwise make available in any similar manner any IP Assets, or permits any customer, partner or other third party to host, offer as a service, use in a service bureau or otherwise make available in any similar manner any IP Assets. The Seller has registered or applied to register all licenses for any IP Assets in any jurisdiction where registration is required or otherwise advantageous. Title to all IP Assets owned or purported to be owned by the Seller, whether beneficially or otherwise, is held by and in the name of the Seller. (e) The Seller is in compliance with and has not breached, violated or defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any license, sublicense or other contract to which the Seller is a party or is otherwise bound relating to any of the IP Assets, nor to the knowledge of the Seller has there been or is there any event or occurrence that would reasonably be expected to constitute such a breach, violation or default (with or without the lapse of time, giving of notice or both). The Seller is not obligated to provide any consideration (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by the Seller or the Buyer, as successor to the Seller, in the IP Assets. (f) No claims (i) challenging the validity, enforceability, effectiveness or ownership by the Seller of any of the IP Assets owned or purported to be owned by the Seller or (ii) to the effect that any IP Asset or the conduct of the business of the Seller, including the development, marketing, sale and support of the IP Assets, has infringed or does or will infringe or constitute a misappropriation of any Intellectual Property or other proprietary or personal right of any Person have been asserted or, to the knowledge of the Seller, threatened by any Person against the Seller, nor does there exist any valid basis for such a claim. There are no Actions, including interference, re-examination, reissue, opposition, nullity, or cancellation Actions pending that relate to any of the Intellectual Property, other than review of pending Patent and trademark applications, and to the knowledge of the Seller no such Actions are threatened or contemplated by any Authority or any other Person. All Intellectual Property is valid and subsisting. To the knowledge of the Seller, there is no unauthorized use, infringement, or misappropriation by any third party or employee of any IP Assets owned by the Seller. (g) The Seller has obtained from all Persons (including former and current employees and current or former consultants and subcontractors) who have created any portion of, or otherwise who would have any rights in or to, the United States Patent IP Assets owned by the Seller valid and Trademark Office enforceable (subject to the "PTO"Enforceability Exceptions) written assignments of any such work, invention, improvement or equivalent authority anywhere other rights to the Seller and have delivered true and complete copies of such assignments to Buyer. No former employee, current employee, consultant or former consultant of the Seller has ever excluded any Intellectual Property from any written assignment executed by any such Person in connection with work performed for or on behalf of the Seller. All amounts payable by the Seller to consultants and former consultants involved in the worlddevelopment of any IP Assets owned or purported to be owned by the Seller have been paid in full. (h) related The Seller has not disclosed or delivered to any escrow agent or any other Person any of the source code relating to any IP Assets. No person has any right to receive, access or use any such source code. All source code referred to in this Section 3.07(h) is maintained in a source code management system with commercially reasonable revision history, management, tracking and security measures and safeguards, and such source code and associated documentation have been written in a commercially reasonable manner so that they may be understood, modified, used and maintained by a reasonably skilled and competent programmer. The Seller has taken commercially reasonable measures to protect their ownership of, and rights in, all IP Assets owned by the Seller in accordance with customary industry practices. (i) The IP Assets do not contain (i) any instructions, algorithms, computer code or other device or feature designed to disrupt, disable, prevent or harm in any manner the operation of any Software, data or hardware, including any lockout or similar license control functionality or (ii) any unauthorized instructions, algorithms, computer code or other device or feature (including any worm, bomb, backdoor, clock, timer, drop dead device, or other disabling device, code, design or routine) that maliciously causes or is intended to cause harm to any Software, data or hardware, including any such device or feature intended to (1) cause any Software, data or hardware to be erased, modified, damaged, or rendered inoperable or otherwise incapable of being used, as applicable, (2) replicate or propagate itself throughout other Software, data or hardware, (3) alter or usurp the normal operation of any Software or hardware, (4) search for and consume memory within a computer or system or (5) transmit data, in each case, either automatically, with the passage of time or upon command by any Person other than the proper user. (j) The Seller has not (i) transferred ownership of, or granted any exclusive license with respect to, any IP Assets to any other Person or (ii) granted any customer the right to use any IP Asset or portion thereof on anything other than a non-exclusive basis or for anything other than such customer’s internal business purposes. No funding, facilities or personnel of any educational institution or Authority were used, directly or indirectly, to develop or create, in whole or in part, any IP Assets. (k) To the knowledge of the Seller, there is no governmental prohibition or restriction on the use of any IP Assets in any jurisdiction in which the Seller currently conducts or has conducted business or on the export or import of any of the IP Assets from or to any such jurisdiction. (l) The Seller has never agreed to indemnify any Person for or against any interference, infringement, misappropriation, or other conflict with respect to any of the IP Assets. (bm) Except as set forth in Section 6.4(b)(i) of the The Seller Disclosure Scheduleshall, each patent and patent application included in the IP Assets is owned exclusively by the Seller. Except as set forth in Section 6.4(b)(ii) of the Seller Disclosure Schedule, each trademark application and registration included in the IP Assets is owned by Seller, although Seller does not warrant that it has the exclusive right as against any other users of the same or similar terms comprising each mark ▇▇▇her individually or in their entirety for any or all purposes. Except as set forth in Section 6.4(b)(iii) of the Seller Disclosure Schedule, all Domain Names are registered to Seller. In each case, except as set forth in Section 6.4(b)(iv) of the Seller Disclosure Schedule, such IP Assets are free and clear of all Liens. Seller has no knowledge of any third-party asserting common law rights or any other rights to use in any of the Trademarks. (c) With respect to inventions within the Patent Portfolio that are not, as of the Closing Date, the subject of pending patent applications or issued patents, Seller has not sold, offered for sale or publicly disclosed such inventions. Except as set forth in Section 6.4(c) of the Seller Disclosure Schedule, with regard to any IP Assets that are registered with or for which an application for registration has been filed with any governmental entity or domain name registrar as of the Closing Date, all necessary registration fees, maintenance fees, renewal fees, annuity fees and taxes due as of the Closing Date in connection with such IP Assets have been paid and all necessary documents and certificates in connection with such IP Assets have been filed with the relevant patent, copyright, trademark, domain name registrars or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting and/or maintaining the registration or application for registration of such IP Assets. (d) Section 6.4(d) of the Seller Disclosure Schedule contains a true and complete list of all contracts and licenses (including all inbound licenses) in effect as of the Closing Date to which the Seller is a party with respect to any of the IP Assets ("the CONTRACTS") (true and complete copies of which, or, if none exist, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been provided to Buyer prior to the execution of this Agreement). Except as set forth in Section 6.4(d) of the Seller Disclosure Schedule, there are no terminate all Contracts granting any rights to any third party with respect to any of the IP Assets. To Seller's knowledge, there are no Contracts under which there is any dispute, or facts that may reasonably lead to a dispute, regarding the scope of such Contract or performance thereunder, including with respect to any payments to be made or received by the Seller thereunder. (e) Except pursuant to the claims described in Section 6.4(e) of the Seller Disclosure Schedule, Seller has not received notice from any person claiming that any of the IP Assets infringe or misappropriate the intellectual property of any person or constitutes unfair competition or trade practices under any law, including notice of third party patent or other intellectual property rights from a potential licensor of such rights. (f) To Seller's knowledge, each patent disclosed in the Patent Portfolio is valid and enforceable, and, to Seller's knowledge, Seller and Seller's attorneys have not committed inequitable conduct or otherwise violated the rule of any patent office during the prosecution of any of the patents or patent applications contained within the Patent Portfolio. (g) Neither this Agreement nor any transactions contemplated by this Agreement will result in Buyer's granting any rights or licenses with respect to the intellectual property of Buyer to any person pursuant to any contract to which the Seller is a party obligated to provide maintenance, support or by which similar services (such Contracts, as supplemented below, are referred to collectively as the “Maintenance and Support Obligation Agreements”) with respect to any IP Asset. The Seller is in compliance with and has not breached, violated or defaulted under, or received notice that they have breached, violated or defaulted under any of its IP Assets are boundthe terms or conditions of any Maintenance and Support Obligation Agreement. (h) Except for [***]*, the Seller has secured written assignments from all founders, consultants and employees who are named as inventors on patents and patent applications in the Patent Portfolio. Except for [***]*, the Seller has secured written agreements (true and complete copies of which have been provided to Buyer prior to the execution of this Agreement) from each founder, consultant and employee who is named as an inventor on the patents in the Patent Portfolio obligating such person to assist in the prosecution of such Patents.