Licenses-In. Other than (i) licenses to Shrink-Wrapped Code, (ii) licenses to Open Source as set forth in Section 3.8(i) of the Company Disclosure Letter and (iii) non-disclosure agreements entered into in the ordinary course of business, Section 3.8(k) of the Company Disclosure Letter lists all written Contracts that are material to the business of the Company to which the Company or any of its Subsidiaries is a party and under which the Company or any of its Subsidiaries has been granted or provided any rights to Intellectual Property or Intellectual Property Rights by a third party.
Licenses-In. Other than (i) licenses to Shrink-Wrapped Code and (ii) non-disclosure agreements entered into in the ordinary course of business, Section 2.8(l) of the Company Disclosure Schedule lists all Contracts that are material to the business of the Company or its Subsidiaries to which the Company or any of its Subsidiaries is a party and under which the Company or any of its Subsidiaries has been granted or provided any rights to Intellectual Property or Intellectual Property Rights by a third party.
Licenses-In. Section 3.8(j) of the Company Disclosure Letter lists all contracts, licenses and agreements pursuant to which a third party has licensed or granted any right to the Company or its Subsidiary in any Intellectual Property or Intellectual Property Rights (“In-Licenses”), other than (i) “off the shelf” or Shrink Wrapped Code, (ii) Open Source as set forth in Section 3.8(s) of the Company Disclosure Letter, (iii) immaterial non-exclusive licenses and agreements in the ordinary course of business, (iv) licenses incidental to the sale of hardware, and (v) non-disclosure agreement entered into in the ordinary course of business.
Licenses-In. Section 4.12(h)(i) of the Disclosure Schedule contains a complete and accurate list of all Contracts pursuant to which a third party has licensed or granted any right to the Company or any of its Subsidiaries in any Intellectual Property (“In-Licenses”), other than (i) licenses for Shrink-Wrapped Code not distributed by the Company, (ii) licenses of Open Source as set forth in Section 4.12(r) of the Disclosure Schedule and (iii) non-disclosure Contracts entered into in the ordinary course of business consistent with past practice. Except as set forth in Section 4.12(h)(ii) of the Disclosure Schedule, all such In-Licenses are perpetual and non-terminable (other than for cause) licenses. Except as set forth in Section 4.12(h)(iii) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is obligated to pay any royalties, fees or other payments to any Person or third parties with respect to the marketing, sale, distribution, manufacture, license or use of any Company Products or Company Intellectual Property.
Licenses-In. Other than (i) licenses to Shrink-Wrapped Code and (ii) non-disclosure agreements entered into in the ordinary course of business, Section 4.10(l) of the Disclosure Schedule lists all Contracts that are material to the business of the Company or its Subsidiaries to which the Company or any of its Subsidiaries is a party and under which the Company or any of its Subsidiaries has been granted or provided any rights to Intellectual Property or Intellectual Property Rights by a third party and sets forth, for each such Contract, any minimum purchase obligations and per unit royalty charges required of the Company or any of its Subsidiaries thereunder. All Contracts providing for the license or other use of Intellectual Property or Intellectual Property Rights by the Company or any of its Subsidiaries that are material to the business of the Company are fully paid-up, in full force and effect, and enforceable in accordance with their terms.
Licenses-In. Neither Smithfield France nor any of the Subsidiaries has received written notice alleging that Smithfield France or any of the Subsidiaries is in breach constituting grounds for termination of any material License In. For the purpose of this Section 3.34(b), a material License In means a license that contains aggregate payment obligations and/or rights to receive monies by any party of €50,000 or more.
Licenses-In. Other than (i) licenses to Shrink-Wrapped Code, (ii) non-disclosure agreements entered into in the ordinary course of business consistent with past practice, and (iii) service engagement orders pursuant to which the Company or any of its subsidiaries customizes software related to Company Products, in each case, used by customers of the Company or any of its Subsidiaries entered into in the ordinary course of business consistent with past practices (“Service Engagement Orders”) (provided, however, that the term “Service Engagement Orders” shall not include the Contracts under which such service engagement orders are provided), Section 2.8(m) of the Company Disclosure Letter lists all Contracts that are material to the business of the Company to which the Company or any of its Subsidiaries is a party and under which the Company or any of its Subsidiaries has been granted or provided any rights to Intellectual Property or Intellectual Property Rights by a third party and sets forth, for each such Contract, any minimum purchase obligations and any per unit royalty charges required of the Company or any of its Subsidiaries thereunder.
Licenses-In. Other than (i) licenses to Open Source Materials as set forth in Section 2.8(h) of the Company Disclosure Schedule and (ii) non-disclosure agreements entered into in the ordinary course of business, Section 2.8(l) of the Company Disclosure Schedule lists all Intellectual Property Contracts to which the Company or any of its Subsidiaries is a party and under which the Company or any of its Subsidiaries has been granted or has been provided any rights to Technology or Intellectual Property Rights by a third Person. All Intellectual Property Contracts required to be set forth on Section 2.8(l) of the Company Disclosure Schedule are in full force and effect and are, to the Company’s Knowledge, valid and binding.
Licenses-In. Other than (i) licenses to Open Source Materials as set forth in Section 2.12(h) of the Company Disclosure Schedule and (ii) non-disclosure agreements entered into in the ordinary course of business, Section 2.12(l) of the Company Disclosure Schedule lists, as of the date hereof, all Intellectual Property Contracts to which the Company or any of its Subsidiaries is a party and under which the Company or any of its Subsidiaries has been granted or has been provided any rights to Technology or Intellectual Property Rights by a third party. All Intellectual Property Contracts required to be set forth in Section 2.12(l) of the Company Disclosure Schedule are in full force and effect and are, to the Knowledge of the Company, valid and binding.
Licenses-In. Other than (i) licenses to Shrink-Wrapped Code, (ii) licenses to Open Source as set forth in Section 3.8(j) of the Company Disclosure Letter, and (iii) non-disclosure agreements entered into in the ordinary course of business, Section 3.8(l) of the Company Disclosure Letter lists all Contracts that to which the Company or any of its Subsidiaries is a party and under which the Company or any of its Subsidiaries has been granted or provided any rights to Intellectual Property or Intellectual Property Rights by a third party . Section 3.8(j) of the Company Disclosure Letter also lists all Third Party-IP used in the development of, or included in, linked to or distributed with any Company Product and the corresponding Contract under which such Third Party-IP is used or licensed, except for Shrink-Wrapped Code and the Open Source Software set forth in Section 3.8(j) of the Disclosure Letter.
