Common use of License Agreements Clause in Contracts

License Agreements. Section 2.14(e)(1) of the Disclosure Letter sets forth a complete and accurate list (indicating for each the title and the parties thereto) of all agreements currently in effect that contain any grant to the Company or any Subsidiary from any third party of any material right under or with respect to any Intellectual Property, other than desktop or work station software applications generally available on standard terms and for which the annual license fee payable by the Company or any Subsidiary under the applicable license agreement is no more than $50,000 (collectively, the "INBOUND LICENSE AGREEMENTS"). Subject to the Company securing the necessary consents from third parties listed in Schedule 5.3(e), the rights licensed under each Inbound License Agreement shall be exercisable by the Surviving Company in all material respects on and after the Closing to the same extent as by the Company or any Subsidiary prior to the Closing. No loss or expiration of any material Intellectual Property licensed to the Company or any Subsidiary under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge of the Company, threatened. Except as set forth in Section 2.14(e)(2) of the Disclosure Letter, no licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary to the Intellectual Property licensed thereunder. Section 2.14(e)(3) of the Disclosure Letter sets forth a complete and accurate list of all license agreements under which the Company or any Subsidiary has granted any licenses of any Software or any rights under any material Intellectual Property to another person, excluding non-exclusive internal use licenses granted by the Company or any Subsidiary to end user customers in the ordinary course of business consistent with past practice, indicating for each the title and the parties thereto. Except as set forth in Section 2.14(e)(4) of the Disclosure Letter, each person to which the Company or any Subsidiary has distributed or licensed any Company Software has executed and delivered to the Company a written license agreement (including "shrink wrap" and "click through" license agreements), a representative copy of which has been provided by the Company to Parent's counsel prior to the date hereof.

License Agreements. Section 2.14(e)(12.14(i)(1) of the Disclosure Letter sets forth a complete and accurate list (indicating for each the title and the parties thereto) ), as of the date hereof, of all agreements currently in effect that contain any grant granting to the Company or any Subsidiary from any third party of any material right under or with respect to any Intellectual Property, Property other than standard desktop or work station software applications used generally available on standard terms and for which the annual license fee payable by in the Company or any Subsidiary under the applicable Subsidiary's operations and that are licensed for a license agreement is fee of no more than Two Hundred Thousand Dollars ($50,000 200,000) each pursuant to "shrink wrap" or "click through" licenses (such agreements and those listed on Section 2.14(i)(1) of the Disclosure Letter, collectively, the "INBOUND LICENSE AGREEMENTS"). Subject to Except as set forth in Section 2.14(i)(1) of the Company securing the necessary consents from third parties listed in Schedule 5.3(e)Disclosure Letter, the rights licensed under each Inbound License Agreement shall be exercisable by the Surviving Company in all material respects on and after the Closing to the same extent as by the Company or any Subsidiary prior to the Closing. No loss or expiration of any material Intellectual Property licensed to the Company or any Subsidiary under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge of the Company, threatened. Except as set forth in Section 2.14(e)(22.14(i)(2) of the Disclosure Letter, no licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary to the Intellectual Property licensed thereunder. Section 2.14(e)(32.14(i)(2) of the Disclosure Letter sets forth a complete and accurate list (indicating for each the title and the parties thereto) of all license agreements currently in effect under which the Company or any Subsidiary has granted any licenses of any Software or grants any other rights under any material Intellectual Property to another person, excluding non-exclusive internal use licenses granted by the Company or any Subsidiary to end user customers in that have purchased or licensed products for which the ordinary course total amount payable to the Company or any Subsidiary did not exceed Two Hundred Thousand Dollars ($200,000) each (such agreements and those listed on Section 2.14(i)(2) of business consistent with past practicethe Disclosure Letter, indicating for each collectively, the title and the parties thereto"OUTBOUND LICENSE AGREEMENTS"). Except as set forth in Section 2.14(e)(42.14(i) of the Disclosure Letter, each person to which the Company or any Subsidiary has distributed distributed, licensed or licensed otherwise made available any Company Software has executed and delivered to the Company Company, or otherwise agreed to, a written license agreement (including "shrink wrap" and "click through" license agreements)or confidentiality agreement, a representative complete and accurate copy of which which, or the form of which, has been provided by the Company to Parent's counsel prior to the date hereof.

License Agreements. Section 2.14(e)(1Schedule 4.20(i) of the Disclosure Letter sets forth a complete and accurate list of all agreements granting to the Company and/or any of its Subsidiaries any material right or license under or with respect to any Intellectual Property other than any end user non-exclusive license of standard desktop software applications used generally in the Company’s or such Subsidiary’s operations and that are licensed for a license fee of no more than $25,000 pursuant to “shrink wrap” or “click through” licenses (collectively, the “Inbound License Agreements”), indicating for each the title and the parties thereto. Schedule 4.20(i)(1) of all agreements currently in effect that contain any grant to sets forth a complete and accurate list the Company or any Subsidiary from any third party amount of any material right under or with respect to any Intellectual Propertyfuture royalty, other than desktop or work station software applications generally available on standard terms and for which the annual license fee or other payments that may become payable by the Company or any such Subsidiary under each such Inbound License Agreements by reason of the applicable license agreement is no more than $50,000 (collectively, use or exploitation of the "INBOUND LICENSE AGREEMENTS")Intellectual Property licensed thereunder. Subject to the Company securing the necessary consents from third parties listed in Schedule 5.3(e), the The rights licensed under each Inbound License Agreement shall be exercisable by the Surviving Company in all material respects Corporation on and after the Closing to the same extent as by the Company or any such Subsidiary prior to the Closing. No loss or expiration of any material Intellectual Property licensed to the Company or any Subsidiary of its Subsidiaries under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge Knowledge of the CompanyCompany or any of the Principal Stockholders (excluding Kinderhook), threatened. Except as set forth in Section 2.14(e)(2) of the Disclosure LetterSchedule 4.20(i)(2), no licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary of its Subsidiaries to the Intellectual Property licensed thereunder. Section 2.14(e)(3Schedule 4.20(i)(3) of the Disclosure Letter sets forth a complete and accurate list of all license agreements under which the Company or any Subsidiary has granted any licenses of any Software or its Subsidiaries grants any rights under any material Intellectual Property to another personProperty, excluding non-exclusive internal the terms of use licenses granted by applicable to users of any of the websites of the Company or any Subsidiary to end user customers in the ordinary course of business consistent with past practice, indicating for each the title and the parties thereto. Except as set forth in Section 2.14(e)(4) of the Disclosure Letter, each person to which the Company or any Subsidiary has distributed or licensed any Company Software has executed and delivered to the Company a written license agreement (including "shrink wrap" and "click through" license agreements), a representative copy of which has been provided by the Company to Parent's counsel prior to the date hereofits Subsidiaries.

License Agreements. Section 2.14(e)(12.14(i)(1) of the Disclosure Letter sets forth a complete and accurate list (indicating for each the title and the parties thereto) ), as of the date hereof, of all agreements currently in effect that contain any grant granting to the Company or any Subsidiary from any third party of any material right under or with respect to any Intellectual Property, Property other than standard desktop or work station software applications used generally available on standard terms and for which the annual license fee payable by in the Company or any Subsidiary under the applicable Subsidiary's operations and that are licensed for a license agreement is fee of no more than Two Hundred Thousand Dollars ($50,000 200,000) each pursuant to "shrink wrap" or "click through" licenses (such agreements and those listed on Section 2.14(i)(1) of the Disclosure Letter, collectively, the "INBOUND LICENSE AGREEMENTS"). Subject to Except as set forth in Section 2.14(i)(1) of the Company securing the necessary consents from third parties listed in Schedule 5.3(e)Disclosure Letter, the rights licensed under each Inbound License Agreement shall be exercisable by the Surviving Company in all material respects on and after the Closing to the same extent as by the Company or any Subsidiary prior to the Closing. No loss or expiration of any material Intellectual Property licensed to the Company or any Subsidiary under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge of the Company, threatened. Except as set forth in Section 2.14(e)(22.14(i)(2) of the Disclosure Letter, no licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary to the Intellectual Property licensed thereunder. Section 2.14(e)(32.14(i)(2) of the Disclosure Letter sets forth a complete and accurate list (indicating for each the title and the parties thereto) of all license agreements currently in effect under which the Company or any Subsidiary has granted any licenses of any Software or grants any other rights under any material Intellectual Property to another person, excluding non-exclusive internal use licenses granted by the Company or any Subsidiary to end user customers in that have purchased or licensed products for which the ordinary course total amount payable to the Company or any Subsidiary did not exceed Two Hundred Thousand Dollars ($200,000) each (such agreements and those listed on Section 2.14(i)(2) of business consistent with past practicethe Disclosure Letter, indicating for each collectively, the title and the parties thereto"OUTBOUND LICENSE Agreements"). Except as set forth in Section 2.14(e)(42.14(i) of the Disclosure Letter, each person to which the Company or any Subsidiary has distributed distributed, licensed or licensed otherwise made available any Company Software has executed and delivered to the Company Company, or otherwise agreed to, a written license agreement (including "shrink wrap" and "click through" license agreements)or confidentiality agreement, a representative complete and accurate copy of which which, or the form of which, has been provided by the Company to Parent's counsel prior to the date hereof.

License Agreements. Section 2.14(e)(13.16(f)(1) of the Disclosure Company Letter sets forth a complete and accurate list of all agreements granting to the Company Subs any right under or with respect to any Intellectual Property owned by a third party that is used in connection with the business of the Company Subs other than commercially available standard desktop software applications used generally in the Company's or any such Company Subs' operations and that are licensed for a license fee of no more than $50,000 in the aggregate (collectively, the "Inbound License Agreements"), indicating for each the title and the parties thereto) of all agreements currently in effect that contain any grant to the Company or any Subsidiary from any third party of any material right under or with respect to any Intellectual Property, other than desktop or work station software applications generally available on standard terms and for which the annual license fee payable by the Company or any Subsidiary under the applicable license agreement is no more than $50,000 (collectively, the "INBOUND LICENSE AGREEMENTS"). Subject to the Company securing the necessary consents from third parties listed in Schedule 5.3(e), the rights licensed under each Inbound License Agreement shall be exercisable by the Surviving Company in all material respects on and after the Closing to the same extent as by the Company or any Subsidiary prior to the Closing. No loss or expiration of any material Intellectual Property licensed to the Company or any Subsidiary under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge of the Company, threatened. Except as set forth in Section 2.14(e)(23.16(f)(2) of the Disclosure Letter, no licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary to the Intellectual Property licensed thereunder. Section 2.14(e)(3) of the Disclosure Letter sets forth a complete and accurate list of all license agreements under which the any Company or any Subsidiary has granted any licenses of any Software or Sub grants any rights under any material Intellectual Property to another personProperty, excluding non-exclusive internal use exclusive, end user licenses granted by the Company or any Subsidiary to end user customers Subs in the ordinary course of business consistent with past practice, indicating for each to purchasers of the title and the parties theretoCompany Products in which any software is embedded. Except as set forth in Section 2.14(e)(43.16(f)(3) of the Disclosure LetterCompany Letter lists the amount of any future royalty, each person to which license fee or other payments that may become payable by the Company Subs under each such Inbound License Agreements by reason of the use or exploitation of the Intellectual Property licensed thereunder. To the Company's Knowledge, no loss or expiration of any Subsidiary has distributed or material Intellectual Property licensed any Company Software has executed and delivered to the Company a written Subs under any Inbound License Agreement is pending or reasonably foreseeable or threatened. To the Company's Knowledge, there is no outstanding or threatened dispute or disagreement with respect to any Inbound License Agreement or any license agreement agreements under which any Company Subs grants any rights under any Intellectual Property (including collectively, the "shrink wrap" Outbound License Agreements") that could materially affect any of the respective rights and "click through" license agreements)obligations of the parties thereunder. To the Company's Knowledge, a representative copy of which has been provided the execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to Parent's counsel prior any right of any third party to terminate or re-price or otherwise modify any of the date hereofCompany Subs' rights or obligations under any Inbound License Agreement or any Outbound License Agreement.

License Agreements. Section 2.14(e)(1) of the Disclosure Letter sets forth a complete and accurate list (indicating for each the title and the parties thereto) of all agreements currently in effect that contain any grant to the Company or any Subsidiary from any third party of any material right under or with respect to any Intellectual Property, other than desktop or work station software applications generally available on standard terms and for which the annual license fee payable by the Company or any Subsidiary under the applicable license agreement is no more than $50,000 (collectively, the "INBOUND LICENSE AGREEMENTS"“Inbound License Agreements”). Subject to the Company securing the necessary consents from third parties listed in Schedule 5.3(e), the rights licensed under each Inbound License Agreement shall be exercisable by the Surviving Company in all material respects on and after the Closing to the same extent as by the Company or any Subsidiary prior to the Closing. No loss or expiration of any material Intellectual Property licensed to the Company or any Subsidiary under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge of the Company, threatened. Except as set forth in Section 2.14(e)(2) of the Disclosure Letter, no licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary to the Intellectual Property licensed thereunder. Section 2.14(e)(3) of the Disclosure Letter sets forth a complete and accurate list of all license agreements under which the Company or any Subsidiary has granted any licenses of any Software or any rights under any material Intellectual Property to another person, excluding non-exclusive internal use licenses granted by the Company or any Subsidiary to end user customers in the ordinary course of business consistent with past practice, indicating for each the title and the parties thereto. Except as set forth in Section 2.14(e)(4) of the Disclosure Letter, each person to which the Company or any Subsidiary has distributed or licensed any Company Software has executed and delivered to the Company a written license agreement (including "“shrink wrap" ” and "“click through" ” license agreements), a representative copy of which has been provided by the Company to Parent's ’s counsel prior to the date hereof.

License Agreements. Section 2.14(e)(12.14(h)(1) of the Disclosure Letter sets forth a complete and accurate list (indicating for each the title and the parties thereto) of all agreements currently in effect that contain any grant granting to the Company or any Subsidiary from any third party of Subsidiaries any material right under or with respect to any Intellectual Property, Property other than standard desktop applications used generally in the Company’s or work station software applications generally available on standard terms Subsidiaries’ operations and for which the annual that are licensed a license fee of no more than $10,000 pursuant to “shrink wrap” or “click through” licenses (collectively, the “Inbound License Agreements”), indicating for each the title and the parties thereto. Section 2.14(h)(1) of the Disclosure Letter also sets forth a complete and accurate list the amount of any future royalty, license fee or other payments that may become payable by the Company or any Subsidiary Subsidiaries under each such Inbound License Agreements by reason of the applicable license agreement is no more than $50,000 (collectively, use or exploitation of the "INBOUND LICENSE AGREEMENTS")Intellectual Property licensed thereunder. Subject to the Company securing the necessary consents from third parties listed in Schedule 5.3(e), the The rights licensed under each Inbound License Agreement shall be exercisable by the Surviving Company in all material respects Corporation on and after the Closing to the same extent as by the Company or any its applicable Subsidiary prior to the Closing. No loss or expiration of any material Intellectual Property licensed to the Company or any Subsidiary Subsidiaries under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge of the Company, threatened. Except as set forth in Section 2.14(e)(22.14(h)(2) of the Disclosure Letter, no licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary to the Intellectual Property licensed thereunder. Section 2.14(e)(32.14(h)(3) of the Disclosure Letter sets forth a complete and accurate list of all license agreements under which the Company or any Subsidiary has granted licenses to any licenses of other party any Software or grants any other rights under any material Intellectual Property to another personProperty, excluding non-exclusive internal use exclusive, end user licenses granted by the Company or any Subsidiary to end user customers that in the ordinary course of business consistent with past practice12 month period prior to the date hereof have purchased or licensed products for which the total amount payable to the Company and Subsidiaries did not exceed $10,000, indicating for each the title and the parties thereto. Except as set forth in Section 2.14(e)(4) of the Disclosure Letter, each person to which the Company or any Subsidiary has distributed or licensed any Company Software has executed and delivered to the Company a written license agreement (including "shrink wrap" and "click through" license agreements), a representative copy of which has been provided by the Company to Parent's counsel prior to the date hereof.

License Agreements. Section 2.14(e)(1Schedule 4.22(e)(1) of the Disclosure Letter sets forth a complete and accurate list (indicating for each the title and the parties thereto) of all agreements currently in effect that contain any grant granting to the Company or any Subsidiary from any third party of its Subsidiaries any material right under or with respect to any Intellectual Property, Property owned by a third party that is used in connection with the business of the Company or any such Subsidiary (other than commercially available desktop or work station software applications used generally available on standard terms in the Company's or any such Subsidiary's operations and that are licensed for a license fee, or for which the annual Company provided a budget for the year 2005, of no more than $50,000 per application in the aggregate (collectively, the "Inbound License Agreements")), indicating for each the title and the parties thereto, a general description of the type of Intellectual Property licensed thereby, and the amount budgeted for such applications for the year 2005. Schedule 4.22(e)(2) sets forth a complete and accurate list of all license fee payable agreements under which the Company or any of its Subsidiaries grants any rights under any Intellectual Property, excluding (i) non-exclusive, end user licenses granted by the Company or any of its Subsidiaries in the ordinary course of business to purchasers of products of the Company or any of its Subsidiaries in which any software is embedded, and (ii) those agreements for which the contracting third-party is required to pay the Company or any Subsidiary under the applicable license agreement is no more less than $50,000 15,000 per year in licensing fees or royalty payments (collectively, the "INBOUND LICENSE AGREEMENTSOutbound License Agreements"). Subject to the Company securing the necessary consents from third parties listed in Schedule 5.3(e), the rights licensed under each Inbound License Agreement shall be exercisable by the Surviving Company in all material respects on and after the Closing to the same extent as by the Company or any Subsidiary prior to the Closing. No loss or expiration of any material Intellectual Property licensed to the Company or any Subsidiary of its Subsidiaries under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge of the Company, threatened. Except as set forth in Section 2.14(e)(2) There is no outstanding or, to the knowledge of the Disclosure LetterCompany, no licensor threatened dispute or disagreement with respect to any Inbound License Agreement or Outbound License Agreements that could materially affect any of the respective rights and obligations of the parties thereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate or reprice or otherwise modify any of the Company's or any of its Subsidiaries' rights or obligations under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary to the Intellectual Property licensed thereunder. Section 2.14(e)(3) of the Disclosure Letter sets forth a complete and accurate list of all license agreements under which the Company or any Subsidiary has granted any licenses of any Software or any rights under any material Intellectual Property to another person, excluding non-exclusive internal use licenses granted by the Company or any Subsidiary to end user customers in the ordinary course of business consistent with past practice, indicating for each the title and the parties thereto. Except as set forth in Section 2.14(e)(4) of the Disclosure Letter, each person to which the Company or any Subsidiary has distributed or licensed any Company Software has executed and delivered to the Company a written license agreement (including "shrink wrap" and "click through" license agreements), a representative copy of which has been provided by the Company to Parent's counsel prior to the date hereofOutbound License Agreement.

License Agreements. Section 2.14(e)(1‎Section 4.16(f) of the Company Disclosure Letter sets forth a complete and accurate list (indicating for each the title and the parties thereto) of all agreements currently in effect that contain any grant granting to the Company or its Subsidiary any Subsidiary from any third party of any material right under or with respect to any Intellectual PropertyProperty owned by a third party that is used in connection with the business of the Company or its Subsidiary, other than any commercially available off-the-shelf standard desktop or work station software applications in object code form used generally available on standard terms in the Company’s or its Subsidiary’s operations and for which not used exclusively in connection with the annual license fee payable by the development, manufacture or operation of any Company or any Subsidiary under the applicable license agreement is no more than $50,000 Product (collectively, the "INBOUND LICENSE AGREEMENTSInbound License Agreements"). Subject to the Company securing the necessary consents from third parties listed in Schedule 5.3(e), the rights licensed under indicating for each Inbound License Agreement shall be exercisable by Agreement, the Surviving Company in all material respects on title and after the Closing to the same extent as by the Company or any Subsidiary prior to the Closingparties thereto. No loss or expiration of any material Intellectual Property licensed to the Company or any Subsidiary under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge of the Company, threatened. Except as set forth in Section 2.14(e)(2‎Section 4.16(f) of the Disclosure Letter, no licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary to the Intellectual Property licensed thereunder. Section 2.14(e)(3) of the Disclosure Letter sets forth a complete and accurate list of all license agreements under which the Company or any its Subsidiary has granted any licenses of any Software or grant any rights under any material Intellectual Property to another personProperty, excluding non-exclusive internal use exclusive, end-user and other customary licenses granted by the Company or any its Subsidiary to end user customers in the ordinary course of business consistent to purchasers or distributors of the Company Products. ‎Section 4.16(f) of the Company Disclosure Letter lists the amount of or the obligation to pay any future royalty, license fee or other payments that may become payable by the Company or its Subsidiary under each such Inbound License Agreement by reason of the use or exploitation of the Intellectual Property licensed thereunder. To the Knowledge of the Company, no loss or expiration of any Intellectual Property licensed to the Company or its Subsidiary under any Inbound License Agreement is pending or, to the Knowledge of the Company, threatened, other than expirations which would occur due to the end of the applicable legal protection afforded thereto (e.g. the expiration of a Patent at the end of its term) or the expiration of any Inbound License Agreement in accordance with past practiceits terms. There is no outstanding or, indicating for to the Knowledge of the Company, threatened dispute or disagreement with respect to (i) any Inbound License Agreement or (ii) any license agreement under which the Company or its Subsidiary grants any rights under any Intellectual Property (collectively, the "Outbound License Agreements"), in each case, as to which the title Company or its Subsidiary has exchanged any communications in writing (including emails) with the other party thereto, that could affect any of the respective rights and obligations of the parties theretothereunder, nor has the Company or its Subsidiary breached any of its obligations under any Inbound License Agreement or Outbound License Agreement. Except as set forth in Section 2.14(e)(4‎Section 4.16(f) of the Company Disclosure Letter, each person to which the Company or any Subsidiary has distributed or licensed any Company Software has executed execution, delivery and delivered to the Company a written license agreement (including "shrink wrap" and "click through" license agreements), a representative copy of which has been provided performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, shall not result in the loss or impairment of, or give rise to Parent's counsel prior any right of any third party to terminate or re-price or otherwise modify any of the date hereofCompany’s or its Subsidiary’s rights or obligations under any Inbound License Agreement or any Outbound License Agreement.

License Agreements. All license agreements granting to Company any right to use or practice any rights under any Intellectual Property other than end user licenses of Software that are commercially available on reasonable terms to any person for a license fee of no more than Twenty Thousand Dollars ($20,000) and are not otherwise material to Company, are called here, collectively, the “Inbound License Agreements.” Section 2.14(e)(12.15(g)(i) of the Company Disclosure Letter Schedule sets forth a complete and accurate list of all Inbound License Agreements, indicating for each the title and the parties thereto and the amount of any future royalty or license fee payable thereunder, except that such schedule need not list (1) non-disclosure agreements that do not grant substantive use rights in Intellectual Property or Trademarks or (2) licenses for Administrative Materials, the term “Administrative Materials” defined as all hardware, software, information or other similar materials used by the Company for purposes of payroll, personnel administration, telephone, computer connectivity, word processing, and similar administrative functions which are not directly related to the development of Company products. Section 2.15(g)(ii) of the Company Disclosure Schedule sets forth a complete and accurate list of all license agreements under which Company licenses software or grants other rights to use or practice any rights under any Intellectual Property, excluding non-exclusive licenses with customers that in the twelve-month period prior to the date hereof have purchased or licensed products for which the total payments to Company did not exceed Twenty Thousand Dollars ($20,000) and otherwise are not material to Company (collectively, the “Outbound License Agreements”), indicating for each the title and the parties thereto; except that such schedule need not list (i) of all non-disclosure agreements currently that do not grant substantive use rights in effect that contain any grant to the Company Intellectual Property or any Subsidiary from any third party of any material right under Trademarks or with respect to any Intellectual Property, other than desktop or work station software applications generally available on standard terms and licenses for which the annual license fee payable by the Company or any Subsidiary under the applicable license agreement is no more than $50,000 (collectively, the "INBOUND LICENSE AGREEMENTS")Administrative Materials. Subject to the Company securing the necessary consents from third parties listed in Schedule 5.3(e), the The rights licensed under each Inbound License Agreement shall shall, subject to the satisfaction of the assignment consent obligations listed on Section 2.9 of the Company Disclosure Schedule, be exercisable by the Surviving Company in all material respects Parent on and immediately after the Closing to the same extent as by the Company or any Subsidiary immediately prior to the Closing. No To Company’s knowledge, no loss or expiration (other than by expiration of the term of the relevant agreement) of any material Intellectual Property licensed to the Company or any Subsidiary under any Inbound License Agreement is pending or reasonably foreseeable or, to the knowledge of the Company, or threatened. Except as set forth in Section 2.14(e)(2) of the Disclosure Letter, no No licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made solely by the Company or any Subsidiary to the Intellectual Property licensed thereunder, although no representation is made concerning licenses for Administrative Materials. Section 2.14(e)(3) of the Disclosure Letter sets forth a complete and accurate list of all license agreements under which the Company There is no outstanding or, to Company’s knowledge, threatened dispute or disagreement with respect to any Inbound License Agreement or any Subsidiary has granted any licenses of any Software Outbound License Agreement or any rights under any material the Intellectual Property licensed thereunder. Company has not made any submission or suggestion to another person, excluding nonand is not subject to any agreement with a standards body or multi-exclusive internal use licenses granted by the Company or any Subsidiary to end user customers in the ordinary course of business consistent with past practice, indicating for each the title and the parties thereto. Except as set forth in Section 2.14(e)(4) of the Disclosure Letter, each person to which the Company or any Subsidiary has distributed or licensed any Company Software has executed and delivered to the Company a written license party standards agreement (including "shrink wrap" and "click through" license agreements), a representative copy of which has been provided by the that would obligate Company to Parent's counsel prior grant licenses to the date hereofor otherwise impair its control of its Intellectual Property.