IP Contracts. Section 3.16(d) of the Company Disclosure Letter sets forth a complete and accurate list of material Contracts in effect as of the date of this Agreement pursuant to which (i) the Company or any of its Subsidiaries has granted a license to a third Person under any Company Intellectual Property, other than any non-disclosure agreements or non-exclusive licenses granted by the Company in the ordinary course of business in connection with the manufacture, provision or sale of any of the Company’s or its Subsidiaries’ products or services; (ii) a third Person has licensed any Intellectual Property to the Company or any of its Subsidiaries; or (iii) the Company’s or any of its Subsidiaries’ use of, rights in or ability to enforce any Intellectual Property is otherwise affected (including co-existence agreements and covenants not to ▇▇▇), excluding, in each case, any (A) non-disclosure agreements; (B) non-exclusive licenses or related services Contracts for commercially available technology or Intellectual Property involving fees and other payments of less than $300,000 per year in aggregate; (C) any licenses to software and materials licensed as open-source, public-source or freeware; and (D) Contracts with employees or independent contractors for the assignment of, or license to, any Intellectual Property (all such Contracts that are, or are required to be, listed under clauses (i) and (ii) of this Section 3.16(d), the “IP Contracts”).
Appears in 2 contracts
Sources: Merger Agreement (Forescout Technologies, Inc), Merger Agreement (Forescout Technologies, Inc)
IP Contracts. Section 3.16(d3.16(j) of the Company Disclosure Letter sets forth a complete and accurate list of material Contracts in effect as of the date of this Agreement (i) pursuant to which (i) the Company or any of its Subsidiaries has granted a license to a third Person under (A) any Patent or (B) any other material Company Intellectual Property, other than any non-disclosure agreements or agreements, non-exclusive licenses granted by the Company in the ordinary course of business or in connection with the manufacture, provision or sale of any Company Product, and other licenses entered in the ordinary course of business, in each case that do not grant any rights with respect to material source code included in the Company’s -Owned Technology; or its Subsidiaries’ products or services; (ii) pursuant to which a third Person has licensed any Intellectual Property to the Company or any of its Subsidiaries; Subsidiaries that is material to the operation of the business of the Company or (iii) the Company’s or any of its Subsidiaries’ use ofSubsidiaries taken as a whole, rights in or ability to enforce any Intellectual Property is otherwise affected (including co-existence agreements and covenants not to ▇▇▇), excluding, in each case, excluding any (A) non-disclosure agreements; (B) non-exclusive licenses or related services Contracts for commercially available technology or Intellectual Property involving fees and other payments of less than $300,000 per year in aggregateTechnology; (C) any licenses to software and materials licensed as open-source, public-source or freeware; and (D) Contracts with employees or independent contractors for the assignment of, or license to, any Intellectual Property Property, in each case entered into in the ordinary course of business (all such Contracts that are, or are required to be, listed under clauses (i) and (ii) of this Section 3.16(d3.16(j), the “IP Contracts”).
Appears in 1 contract
Sources: Merger Agreement (Lifelock, Inc.)