Common use of Patents and Other Intangible Assets Clause in Contracts

Patents and Other Intangible Assets. To the Company's knowledge, ----------------------------------- the Company has sufficient title and ownership of all patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes necessary for its business as now conducted and as proposed to be conducted without any conflict with or infringement of the rights of others. To the Company's knowledge, no third party has any ownership right, title, interest, claim in or lien on any of the Company's patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes, and the Company has taken, and in the future the Company will use commercially reasonable efforts to take, all steps reasonably necessary to preserve its legal rights in, and the secrecy of, all its patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes, except for those for which disclosure is required for legitimate business or legal reasons. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company is not obligated to pay any royalties or other payments to third parties with respect to the marketing, sale, distribution, manufacture, license or use of any patent, trademark, service mark, trade name, copyright, trade secret, information, proprietary right or process or any other property or rights. To the Company's knowledge, the Company has not violated or infringed, and isn't currently violating or infringing, any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights or processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees or consultants is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, the Rights Agreement or the Co-Sale Agreement, nor the carrying on of the Company's business by the employees or consultants of the Company, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees or consultants is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company. To the Company's knowledge, at no time during the conception or reduction of any of the Company's patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights or process to practice was any developer, inventor or other contributor to such patents operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the Company's rights in such patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes.

Patents and Other Intangible Assets. To Chrixxxxxxx Xxxxx xxxresents and warrants to the Company's Purchasers that, except as set forth in the Schedule of Exceptions under Section 2.9, to the best of his knowledge, ----------------------------------- the Company has owns or possesses sufficient title and ownership of legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, informationlicenses, information and proprietary rights and processes necessary for its business as now conducted and as proposed to be conducted without any conflict with with, or infringement of with the rights of of, others. To the Company's knowledge, no third party has any ownership right, title, interest, claim in or lien on any of the Company's patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes, and Neither he nor the Company has taken, and in the future the Company will use commercially reasonable efforts to take, all steps reasonably necessary to preserve its legal rights in, and the secrecy of, all its patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes, except for those for which disclosure is required for legitimate business or legal reasons. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company is not obligated to pay any royalties or other payments to third parties with respect to the marketing, sale, distribution, manufacture, license or use of any patent, trademark, service mark, trade name, copyright, trade secret, information, proprietary right or process or any other property or rights. To the Company's knowledge, the Company has not violated or infringed, and isn't currently violating or infringing, any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights or processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets or other proprietary rights or processes of any other person or entity. The Furthermore, the Company is not obligated to pay any royalty or fee to any third party on account of the Company's ownership of such necessary patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and proprietary rights, nor is the Company obligated to pay any future royalty or fee to any of the Company's employees or consultants on account of any such intellectual property rights of such employee or consultant that have not been assigned to the Company. Chrixxxxxxx Xxxxx xx not aware that any of its employees or consultants employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or of order of any court or administrative agency, or any other restriction that would interfere with the use of his or her such employees' best efforts to carry out his or her duties for the Company or to promote the interests interest of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, the Rights Agreement or the Co-Sale Agreement, nor the carrying on of the Company's business by the employees or consultants of the Company, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, best of Chrixxxxxxx Xxxxx' xxowledge conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees or consultants employee is now obligated. The Company does Chrixxxxxxx Xxxxx xxxs not believe that or that it is or will be necessary to utilize use any inventions of any of its the Company's employees (or people it persons the Company currently intends to hire) made prior to their employment by the Company. To the Company's knowledge, at no time during the conception or reduction of any of the Company's patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights or process to practice was any developer, inventor or other contributor to such patents operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the Company's rights in such patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes.

Patents and Other Intangible Assets. To (a) Annex 5.18 contains a true and complete list of all patents (including all reissues, divisions, continuations and extensions thereof), patent applications, trademarks, trademark registrations, servicemarks, trade names, copyrights, licenses and rights with respect to the foregoing and other such property owned or used by the Company (the "Company Intellectual Property") and, unless otherwise indicated on such Schedule such Company Intellectual Property 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 such other jurisdictions where such registration, filing or issuance is required for the conduct of the business of the Company's knowledge. The Company (i) owns or has the right to use, ----------------------------------- the Company has sufficient title free and ownership clear of all Liens, claims and restrictions, all patents, trademarks, service marks, trade names, copyrights, trade secretslicenses and rights with respect to the foregoing, information, proprietary rights and processes used in or necessary for the conduct of its business as now conducted and as or proposed to be conducted without any conflict with conducted, (ii) is not infringing upon or infringement of otherwise acting adversely to the rights of others. To the Company's knowledge, no third party has any ownership right, title, interest, claim in right or lien on any of the Company's patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes, and the Company has taken, and in the future the Company will use commercially reasonable efforts to take, all steps reasonably necessary to preserve its legal rights in, and the secrecy of, all its patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes, except for those for which disclosure is required for legitimate business or legal reasons. There are no outstanding options, licenses, or agreements claimed right of any kind relating to the foregoing, nor is the Company bound by Person under or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company is not obligated to pay any royalties or other payments to third parties with respect to the marketing, sale, distribution, manufacture, license or use of any patent, trademark, service markxxxx, trade name, copyrightcopyright or license with respect thereto and (iii) is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service xxxx, trade secretname, informationcopyright or other intangible asset, proprietary right with respect to the use thereof or process in connection with the conduct of its business or any other property or rights. To the Company's knowledge, the Company has not violated or infringed, and isn't currently violating or infringing, any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights or processes of any other person or entityotherwise. The Company has not received made any communications alleging that claim of a violation or infringement by others of its rights to or in connection with the Company has violated orIntellectual Property and knows of no basis for the making of any such claim. There are no interferences or other contested proceedings in the United States Copyright Office, by conducting its business as proposedthe United States Patent and Trademark Office or any federal, would violate state or local court or before any other governmental agency or tribunal, relating to any of the patentsCompany Intellectual Property, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees or consultants is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject nor to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, the Rights Agreement knowledge are any such interferences or the Co-Sale Agreement, nor the carrying on of the Company's business by the employees or consultants of the Company, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees or consultants is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company. To the Company's knowledge, at no time during the conception or reduction of any of the Company's patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights or process to practice was any developer, inventor or other contributor to such patents operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the Company's rights in such patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processesproceedings threatened.

Patents and Other Intangible Assets. To As of the Closing, to the ----------------------------------- Company's knowledge, ----------------------------------- the Company has sufficient title and ownership of all patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes necessary for its business as now conducted and as proposed to be conducted without any conflict with or infringement of the rights of others. To the Company's knowledge, no third party has any ownership right, title, interest, claim in or lien on any of the Company's patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes, and the Company has taken, and in the future the Company will use commercially reasonable efforts to take, all steps reasonably necessary to preserve its legal rights in, and the secrecy of, all its patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes, except for those for which disclosure is required for legitimate business or legal reasons. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company is not obligated to pay any royalties or other payments to third parties with respect to the marketing, sale, distribution, manufacture, license or use of any patent, trademark, service mark, trade name, copyright, trade secret, information, proprietary right or process or any other property or rights. To the Company's knowledge, the Company has not violated or infringed, and isn't currently violating or infringing, any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights or processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees or consultants is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, the Rights Agreement or Agreement, the Co-Sale Agreement or the Voting Agreement, nor the carrying on of the Company's business by the employees or consultants of the Company, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees or consultants is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company. To the Company's knowledge, at no time during the conception or reduction of any of the Company's patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights or process to practice was any developer, inventor or other contributor to such patents operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the Company's rights in such patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes.

Patents and Other Intangible Assets. To the Company's knowledge, ----------------------------------- the Company has sufficient title and ownership of all patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes necessary for its business as now conducted and as proposed to be conducted without any conflict with or infringement of the rights of others. To the Company's knowledge, no third party has any ownership right, title, interest, claim in or lien on any of the Company's patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes, and the Company has taken, and in the future the Company will use commercially reasonable efforts to take, all steps reasonably necessary to preserve its legal rights in, and the secrecy of, all its patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes, except for those for which disclosure is required for legitimate business or legal reasons. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company is not obligated to pay any royalties or other payments to third parties with respect to the marketing, sale, distribution, manufacture, license or use of any patent, trademark, service markxxxx, trade name, copyright, trade secret, information, proprietary right or process or any other property or rights. To the Company's knowledge, the Company has not violated or infringed, and isn't currently violating or infringing, any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights or processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees or consultants is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, the Rights Agreement or the Co-Sale Agreement, nor the carrying on of the Company's business by the employees or consultants of the Company, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees or consultants is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company. To the Company's knowledge, at no time during the conception or reduction of any of the Company's patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights or process to practice was any developer, inventor or other contributor to such patents operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the Company's rights in such patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes.