Common use of IP Contracts Clause in Contracts

IP Contracts. Section 3.16(f) of the Company Disclosure Letter sets forth a true, correct and complete list of all Contracts to which the Company Group is a party (i) with respect to material Company Intellectual Property and material Third-Party Content that is licensed or transferred to any third Person other than any (a) non-disclosure agreements entered into in the ordinary course of business; and (b) non-exclusive licenses (including software as a service or “SaaS” license) granted in the ordinary course of business or in connection with the sale of the Company’s or its Subsidiaries’ products; (ii) pursuant to which a third Person has licensed or transferred any Intellectual Property or Third-Party Content to the Company Group, which Intellectual Property or Third-Party Content is material to the operation of the business of the Company, other than any (a) non-disclosure agreements entered into in the ordinary course of business; (b) non-exclusive licenses of commercially available software and technology; and (c) non-exclusive licenses to software and materials licensed as open-source, public-source or freeware; (iii) pursuant to which any member of the Company Group has any revenue share or royalty obligations with respect to the sale or license of any Company Group products or data that exceeded in fiscal year 2018 or 2019, or is reasonably expected to exceed in fiscal year 2020, $100,000 per year; or (iv) pursuant to which the Company or any Subsidiary is obligated to perform any material development with respect to any material Company Intellectual Property (all such Contracts, the “IP Contracts”). Neither the Company nor any Subsidiary has developed material Intellectual Property for any third party except where the Company or a Subsidiary owns or retains a right to use any Intellectual Property developed in connection therewith (to the extent that is used in or necessary for the operation of its business).

IP Contracts. Section 3.16(f) of the Company Disclosure Letter sets forth a true, correct and complete list of all IP Contracts. For purposes of this Agreement, “IP Contracts” means all Contracts to which the Company Group is a party (i) with respect to material Company Intellectual Property and material Third-Party Content that is licensed or transferred to any third Person other than any (a) non-disclosure agreements entered into in the ordinary course of business; and (b) non-exclusive licenses (including software as a service or “SaaS” license) granted in the ordinary course of business or in connection with the sale of the Company’s or its Subsidiaries’ products; (ii) pursuant to which a third Person has licensed or transferred any Intellectual Property or Third-Party Content to the Company Group, which Intellectual Property or Third-Party Content is material to the operation of the business of the Company, other than any (a) non-disclosure agreements entered into in the ordinary course of business; (b) non-exclusive licenses of commercially available software and technology; and (c) non-exclusive licenses to software and materials licensed as open-source, public-source or freeware; (iii) pursuant to which any member of the Company Group has any revenue share or royalty obligations with respect to the sale or license of any Company Group products or data that exceeded in fiscal year 2018 2021 or 20192022, or is reasonably expected to exceed in fiscal year 20202023, $100,000 per year; or (iv) pursuant to which the Company or any Subsidiary is obligated to perform any material development with respect to any material Company Intellectual Property (all such ContractsProperty. Except as would not be material to the business of the Company Group, the “IP Contracts”). Neither taken as a whole, neither the Company nor any Subsidiary has developed material Intellectual Property for any third party except where the Company or a Subsidiary owns or retains a right to use any Intellectual Property developed in connection therewith (to the extent that is used in or necessary for the operation of its business).

IP Contracts. Section 3.16(f2.15(d) of the Company Disclosure Letter sets forth a true, correct and complete list of all material Contracts to which the Company Group or any of its Subsidiaries is a party (i) with respect to material Company Intellectual Property and material Third-Party Content that is licensed or transferred to any third Third Person, or under which the Company or any of its Subsidiaries has granted a Third Person a covenant not to xxx, other than any (aA) non-disclosure agreements entered into in the ordinary course of business; , and (bB) non-exclusive licenses (including a software as a service or “SaaS” license) granted in the ordinary course of business or in connection with the sale or provisioning of the Company’s or its Subsidiaries’ productsproducts or services; (ii) pursuant to which a third Third Person has licensed or transferred any Intellectual Property or Third-Party Content Rights to the Company Groupor any of its Subsidiaries, which Intellectual Property or Third-Party Content is material granted the Company or any of its Subsidiaries a covenant not to the operation of the business of the Companybe sued, other than any (aA) non-disclosure agreements entered into in the ordinary course of business; , (bB) non-exclusive licenses of commercially available software Intellectual Property Rights and technology; and Technology with annual payments by the Company or its Subsidiaries of less than $250,000, (cC) non-exclusive licenses to software Intellectual Property Rights and materials Technology licensed as open-source, public-source or freeware; , and (iiiD) pursuant agreements entered into in the ordinary course of business with employees, contractors, and service providers (to which the extent that (x) any member licenses of Intellectual Property Rights under such agreements are non-exclusive and incidental to the services being provided or performed by such employee, contractor or service provider and (y) any transfers of Intellectual Property Rights under such agreements convey all of the Company Group has any revenue share or royalty obligations with respect assignor’s right, title and interest in and to the sale applicable Intellectual Property Rights to the Company or license any of any Company Group products or data that exceeded in fiscal year 2018 or 2019, or is reasonably expected to exceed in fiscal year 2020, $100,000 per yearits Subsidiaries); or (iviii) pursuant to which the Company or any Subsidiary of its Subsidiaries is obligated to perform any material development with respect to any material product or otherwise develop any Company Intellectual Property (all such Contracts, the “IP Contracts”). Neither the Company nor any Subsidiary of its Subsidiaries has developed material Intellectual Property performed developments for any third party Third Person except where the Company or a Subsidiary owns or retains a right to use any Intellectual Property Rights developed in connection therewith (to the extent that is used in or necessary for the operation of its business).

IP Contracts. Section 3.16(f3.16(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Contracts to which the Company Group or any of its Subsidiaries is a party and (i) with respect pursuant to which the use by any Person of any material Company Intellectual Property and material Third-Party Content that Rights is licensed permitted by the Company, or transferred to any third Person of its Subsidiaries, other than any (a) non-disclosure agreements entered into in the ordinary course of business; and (b) non-exclusive licenses (including software as a service or “SaaS” license) granted in the ordinary course of business or in connection with the sale of the Company’s or its Subsidiaries’ products; or (ii) pursuant to which a third Person has licensed the use by the Company or transferred any of its Subsidiaries of any material Intellectual Property or Third-Party Content to the Company Group, which Intellectual Property or Third-Party Content Right is material to the operation of the business of the Companypermitted by any Person, other than any (a) non-disclosure agreements entered into in the ordinary course of business; (b) non-exclusive licenses of commercially available software and technologyIntellectual Property Rights licensed to the Company or its Subsidiary for internal use on standard terms; and (c) non-exclusive licenses to software Software and materials licensed as open-source, public-source or freeware; (iii) pursuant to which any member of the Company Group has any revenue share or royalty obligations with respect to the sale or license of any Company Group products or data that exceeded in fiscal year 2018 or 2019, or is reasonably expected to exceed in fiscal year 2020, $100,000 per year; or (iv) pursuant to which the Company or any Subsidiary is obligated to perform any material development with respect to any material Company Intellectual Property freeware (all such Contracts, the “Company IP Contracts”). Neither Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company nor any Subsidiary has developed material Intellectual Property for any third party except where IP Contracts are valid, binding and enforceable between the Company or a Subsidiary owns or retains a right to use any Intellectual Property developed in connection therewith (thereof, as applicable, and the other parties thereto, subject to the extent that Enforceability Limitations, and there is used in or necessary for no default under any Company IP Contract by the operation Company, any of its business)Subsidiaries, or, to the Company’s Knowledge, by any other party thereto.

IP Contracts. Section 3.16(f3.16(d) of the Company Disclosure Letter sets forth a true, correct and complete list of all IP Contracts. For purposes of this Agreement, “IP Contracts” means all Contracts to which the Company Group is a party (i) with respect to material Company Intellectual Property and material Third-Party Content that is licensed or transferred to any third Person other than any (a) non-disclosure agreements entered into in the ordinary course of business; and (b) non-exclusive licenses (including software as a service or “SaaS” license) granted in the ordinary course of business or in connection with the sale of the Company’s or its Subsidiaries’ products; (ii) pursuant to which a third Person has licensed or transferred any Intellectual Property or Third-Party Content to the Company Group, which Intellectual Property or Third-Party Content is material to the operation of the business of the Company, other than any (a) non-disclosure agreements entered into in the ordinary course of business; (b) non-exclusive licenses of commercially available software and technology; and (c) non-exclusive licenses to software and materials licensed as open-source, public-source or freeware; (iii) pursuant to which any member of the Company Group has any revenue share or royalty obligations with respect to the sale or license of any Company Group products or data that exceeded in fiscal year 2018 2021 or 20192022, or is reasonably expected to exceed in fiscal year 20202023, $100,000 1,000,000 per year; or (iv) pursuant to which the Company or any Subsidiary is obligated to perform any material development with respect to any material Company Intellectual Property (all such ContractsProperty. Except as would not be material to the business of the Company Group, the “IP Contracts”). Neither taken as a whole, neither the Company nor any Subsidiary has developed material Intellectual Property for any third party except where the Company or a Subsidiary owns or retains a right to use any Intellectual Property developed in connection therewith (to the extent that is used in or necessary for the operation of its business).

IP Contracts. Section 3.16(f4.16(d) of the Company Disclosure Letter sets forth a true, correct complete and complete accurate list of all Contracts in effect as of the date of this Agreement (i) pursuant to which the Company Group is or any of its Subsidiaries has granted a party (i) with respect license to a third Person under any material Company Intellectual Property and material Third-Party Content that is licensed or transferred to any third Person Property, other than any (a) non-disclosure agreements entered into in the ordinary course of business; and (b) agreements, non-exclusive licenses (including software as a service or “SaaS” license) granted by the Company in the ordinary course of business or in connection with the provision or sale of any Company product or service, and other licenses entered in the Company’s or its Subsidiaries’ productsordinary course of business; (ii) pursuant to which a third Person has licensed or transferred any Intellectual Property or Third-Party Content to the Company Group, which Intellectual Property or Third-Party Content any of its Subsidiaries that is material to the operation of the business of the CompanyCompany taken as a whole, other than excluding any (aA) non-disclosure agreements entered into in the ordinary course of businessagreements; (bB) non-exclusive licenses of or related services Contracts for commercially available software and technologytechnology or Intellectual Property; and (cC) non-exclusive licenses to software and materials licensed as open-source, public-source or freeware; and (iiiD) pursuant to which any member of Contracts with employees or independent contractors for the Company Group has any revenue share or royalty obligations with respect to the sale assignment of, or license to, any Intellectual Property, in each case entered into in the ordinary course of any Company Group products or data that exceeded in fiscal year 2018 or 2019, or is reasonably expected to exceed in fiscal year 2020, $100,000 per yearbusiness; or (iviii) pursuant to which the Company or any Subsidiary of its Subsidiaries is obligated to perform any material development with respect to any material product or otherwise develop any Company Intellectual Property (all such ContractsContracts that are, or are required to be, listed under clauses (i), (ii) and (iii) of this Section 4.16(d), the “IP Contracts”). Neither Except as set forth on Section 4.16(d)(ii) of the Company Disclosure Letter, neither the Company nor any Subsidiary of its Subsidiaries has developed performed any material Intellectual Property developments for any third party except where Person, and in all such cases the Company or a Subsidiary one of its Subsidiaries owns or retains a right to use any material Intellectual Property developed in connection therewith (to the extent that is used in or necessary for the operation of its business). Except as would not be material to the operations of the business of the Company and its Subsidiaries, taken as a whole, the consummation of the Merger will not under any IP Contract result in: (1) the termination of any license of any material Intellectual Property to the Company by a third Person; or (2) the granting by the Company of any license or rights to any Company Intellectual Property.