Common use of Certain Intellectual Property Clause in Contracts

Certain Intellectual Property. (a) The Purchaser explicitly acknowledges that, regardless of whether use of the Certain Seller Trademarks by the Companies was permitted prior to the Closing, except as otherwise provided in this Section 5.12, no interest in or right to use the Certain Seller Trademarks is being transferred to the Purchaser or retained by the Companies pursuant to the transactions contemplated hereby and any such rights of the Companies shall terminate as of the Closing Date. (b) The Purchaser hereby acknowledges and agrees that, except as specifically provided in Section 5.12(c) and in the Intercompany Agreements and the Transition Services Agreement, (i) all express and implied licenses of intellectual property from the Seller or any of its Affiliates (other than the Companies) to the Companies shall be terminated as of the Closing and (ii) the Purchaser and the Companies are not receiving any Intellectual Property Rights of the Seller or its Affiliates (other than the Companies) (the “Seller Intellectual Property”). The Purchaser agrees that any confidential information it or the Companies or their respective employees and affiliates may have regarding the Seller Intellectual Property and/or confidential information of the Seller shall be maintained in confidence in accordance with applicable Law and applicable confidentiality agreements and that the Purchaser shall take commercially reasonable steps as reasonably requested by the Seller to enforce, on behalf of the Seller and its Affiliates and at the Seller’s expense, with respect to such confidential information, the terms of any confidentiality agreements to which any Company is a party as of the Closing. The Seller shall indemnify and hold the Purchaser harmless for any liability directly resulting from such enforcement, except to the extent the liability relates to a claim against the Purchaser or any of the Companies alleging an act or omission which is unrelated to such enforcement and that could have been asserted whether or not such enforcement was undertaken. (c) The Purchaser shall use, and shall cause the Companies to use, commercially reasonable efforts to remove or obliterate, as soon as reasonably practicable following the Closing Date, the Certain Seller Trademarks from the Companies’ signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents and other items and materials, including, without limitation, Software products; in any event, the Purchaser shall and shall cause the Companies to so remove or obliterate the Certain Seller Trademarks from all non-Software products within six months following the Closing; and the Purchaser shall and shall cause the Companies to remove or obliterate the Certain Seller Trademarks from the Software products within twelve months following the Closing. Notwithstanding the foregoing, the Companies may, and the Seller hereby grants a non-assignable license to the Companies to use, for the applicable period referred to in this Section 5.12(c), such materials bearing the Certain Seller Trademarks. The Companies shall not be required to change or amend any of their respective corporate names that refer to the Certain Seller Trademarks until two months following the Closing Date. (d) Prior to the Closing, (i) the Seller shall take such action and execute such documentation as is necessary to transfer ownership and control to Emdeon Practice Services and make Emdeon Practice Services the registrant and administrative contact for each of the Internet domain names set forth on Section 3.14(a) of the Disclosure Schedule and (ii) the Seller shall use commercially reasonable efforts to remove all Encumbrances on the trademarks of any of the Companies and shall provide reasonable assistance to remove any remaining Encumbrances after the Closing. (e) The Seller shall maintain on its Internet web site a web link directing visitors seeking the web site of the Companies to an Internet web site designated by the Purchaser for not fewer than 12 months following the Closing. Between the date of this Agreement and the Closing, the Seller and the Purchaser shall discuss in good faith the creation of additional web links to each other’s Internet web sites.

Certain Intellectual Property. (ai) The Purchaser explicitly acknowledges that, regardless of whether use Borrower will not in any way hypothecate or create or permit to exist any Lien on any of the Certain Seller Trademarks by Intellectual Property, and the Companies was permitted prior to the ClosingBorrower will not sell, except as transfer, assign, pledge, collaterally assign, exchange, or otherwise provided in this Section 5.12, no interest in or right to use the Certain Seller Trademarks is being transferred to the Purchaser or retained by the Companies pursuant to the transactions contemplated hereby and dispose of any such rights of the Companies shall terminate as Intellectual Property. Notwithstanding the foregoing, the Borrower may in the ordinary course of its business (A) grant licenses with respect to any of the Closing DateIntellectual Property, (B) amend existing license agreements under which the Borrower is licensee or licensor and (C) assign any of the Intellectual Property, provided that no such license may be granted or assignment made to secure Indebtedness of the Borrower to any Person other than the Lender. (bii) The Purchaser hereby acknowledges and Borrower agrees that, except should it obtain an ownership interest in (x) any material patent or (y) any exclusive rights as specifically provided in Section 5.12(c) and in the Intercompany Agreements and the Transition Services Agreementa licensee under a material patent license, (iA) all express and implied licenses the provisions of intellectual property from the Seller or any of its Affiliates (other than the CompaniesSection 5.16(i) to the Companies shall be terminated as of the Closing automatically apply thereto and (iiB) the Purchaser and the Companies are not receiving any Intellectual Property Rights of the Seller or its Affiliates (other than the Companies) (the “Seller Intellectual Property”). The Purchaser agrees that any confidential information it or the Companies or their respective employees and affiliates may have regarding the Seller Intellectual Property and/or confidential information of the Seller shall be maintained in confidence in accordance with applicable Law and applicable confidentiality agreements and that the Purchaser shall take commercially reasonable steps as reasonably requested by the Seller to enforce, on behalf of the Seller and its Affiliates and at the Seller’s expense, with respect to any ownership interest in any such confidential informationpatent or patent license that the Borrower should obtain, the terms of any confidentiality agreements to which any Company is a party as of the Closing. The Seller it shall indemnify and hold the Purchaser harmless for any liability directly resulting from such enforcement, except give notice thereof to the extent the liability relates to a claim against the Purchaser or any of the Companies alleging an act or omission which is unrelated to Lender in writing, promptly after obtaining such enforcement and that could have been asserted whether or not such enforcement was undertakenownership interest. (ciii) The Purchaser shall useBorrower agrees to take all necessary steps including, without limitation, in the United States Patent and shall cause the Companies Trademark Office or in any court, to use(A) maintain each of its patents and patent licenses and (B) pursue each of its patent applications, commercially reasonable efforts to remove now or obliterate, as soon as reasonably practicable following the Closing Date, the Certain Seller Trademarks from the Companies’ signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents and other items and materialshereafter owned or submitted by it, including, without limitation, Software products; in any eventthe filing of divisional, continuation, continuation-in-part and substitute applications, the Purchaser shall and shall cause the Companies to so remove filing of applications for reissue, renewal or obliterate the Certain Seller Trademarks from all non-Software products within six months following the Closing; and the Purchaser shall and shall cause the Companies to remove or obliterate the Certain Seller Trademarks from the Software products within twelve months following the Closing. Notwithstanding the foregoingextensions, the Companies maypayment of maintenance fees, and the Seller hereby grants a non-assignable license participation in interference, reexamination, opposition or infringement and misappropriation proceedings, except in each case to the Companies extent reasonably necessary to use, for further the applicable period referred to in this Section 5.12(c), such materials bearing economic interest of the Certain Seller TrademarksBorrower. The Companies shall not be required to change or amend any of their respective corporate names that refer Except to the Certain Seller Trademarks until two months following extent reasonably necessary to further its best economic interests, the Closing Date.Borrower agrees to take corresponding steps with respect to each new or acquired patent, patent application, or any rights obtained under any patent license, in each case, to (div) Prior to the Closing, The Borrower shall take all commercially reasonable additional steps not set forth in subsections (i) the Seller shall take such action and execute such documentation as is necessary to transfer ownership and control to Emdeon Practice Services and make Emdeon Practice Services the registrant and administrative contact for each of the Internet domain names set forth on Section 3.14(a) of the Disclosure Schedule and (ii) hereof which the Seller Lender requests to preserve and protect the Borrower's material patents and patent licenses. (v) The Borrower shall use commercially reasonable efforts to remove all Encumbrances on not abandon any patent or any pending patent application without the trademarks written consent of the Lender, except, in each case in which the Borrower has reasonably determined that any of the Companies and shall provide reasonable assistance foregoing is not of material economic value to remove any remaining Encumbrances after the ClosingBorrower. (evi) The Seller In the event that the Borrower becomes aware that any of its material patents has been infringed or misappropriated by a third party, the Borrower shall maintain on its Internet web site a web link directing visitors seeking notify the web site of Lender promptly in writing, in reasonable detail, and shall take such actions as are reasonably appropriate under the Companies circumstances to protect such patent including, without limitation, suing for damages or for an Internet web site designated injunction against such infringement or misappropriation. Any expense incurred in connection with such activities shall be borne by the Purchaser for not fewer than 12 months following Borrower. The Borrower will advise the Closing. Between Lender promptly in writing, in reasonable detail, of any material adverse determination or the date institution of this Agreement and the Closingany proceeding (including, without limitation, the Seller institution of any proceeding in the United States Patent and the Purchaser shall discuss in good faith the creation Trademark Office or any court) regarding any of additional web links to each other’s Internet web sitesits material patents.

Certain Intellectual Property. (ai) The Purchaser explicitly acknowledges Borrower agrees that, regardless of whether use should it obtain an ownership interest in (x) any material patent or (y) any exclusive rights as a licensee under a material patent license which is not now a part of the Certain Seller Trademarks Collateral, (A) the provisions of Section 2 (including the proviso thereto) shall automatically apply thereto, (B) except as limited by the Companies was permitted prior proviso to Section 2, any such patent rights shall automatically become part of the Collateral, and (C) with respect to any ownership interest in any such patent or patent license that the Borrower should obtain, it shall give notice thereof to the ClosingLender in writing, except as otherwise provided in promptly after obtaining such ownership interest. The Borrower authorizes the Lender to prepare and, during the continuance of an Event of Default, file with the United States Patent and Trademark Office a supplement to this Section 5.12, no interest in Security Agreement or right to use the Certain Seller Trademarks is being transferred to the Purchaser or retained by the Companies pursuant Intellectual Property Assignment to the transactions contemplated hereby and include any such rights patent of the Companies shall terminate as of the Closing Datewhich it receives notice under this Section. (bii) The Purchaser hereby acknowledges and Borrower agrees that, except as specifically provided in Section 5.12(c) and in the Intercompany Agreements and the Transition Services Agreement, (i) to take all express and implied licenses of intellectual property from the Seller or any of its Affiliates (other than the Companies) to the Companies shall be terminated as of the Closing and (ii) the Purchaser and the Companies are not receiving any Intellectual Property Rights of the Seller or its Affiliates (other than the Companies) (the “Seller Intellectual Property”). The Purchaser agrees that any confidential information it or the Companies or their respective employees and affiliates may have regarding the Seller Intellectual Property and/or confidential information of the Seller shall be maintained in confidence in accordance with applicable Law and applicable confidentiality agreements and that the Purchaser shall take commercially reasonable necessary steps as reasonably requested by the Seller to enforce, on behalf of the Seller and its Affiliates and at the Seller’s expense, with respect to such confidential information, the terms of any confidentiality agreements to which any Company is a party as of the Closing. The Seller shall indemnify and hold the Purchaser harmless for any liability directly resulting from such enforcement, except to the extent the liability relates to a claim against the Purchaser or any of the Companies alleging an act or omission which is unrelated to such enforcement and that could have been asserted whether or not such enforcement was undertaken. (c) The Purchaser shall use, and shall cause the Companies to use, commercially reasonable efforts to remove or obliterate, as soon as reasonably practicable following the Closing Date, the Certain Seller Trademarks from the Companies’ signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents and other items and materials, including, without limitation, Software products; in the United States Patent and Trademark Office or in any eventcourt, to (A) maintain each of its patents and patent licenses and (B) pursue each of its patent applications, now or hereafter owned or submitted by it including, without limitation, the Purchaser shall filing of divisional, continuation, continuation-in-part and shall cause the Companies to so remove or obliterate the Certain Seller Trademarks from all non-Software products within six months following the Closing; and the Purchaser shall and shall cause the Companies to remove or obliterate the Certain Seller Trademarks from the Software products within twelve months following the Closing. Notwithstanding the foregoingsubstitute applications, the Companies mayfiling of applications for reissue, renewal or extensions, the payment of maintenance fees, and the Seller hereby grants a non-assignable license participation in interference, reexamination, opposition or infringement and misappropriation proceedings, except, in each case in which the Borrower has reasonably determined that any of the foregoing is not of material economic value to the Companies to use, for the applicable period referred to in this Section 5.12(c), such materials bearing the Certain Seller Trademarksit. The Companies shall not be required Borrower agrees to change take corresponding steps with respect to each new or amend acquired patent, patent application, or any rights obtained under any patent license, in each case, to which it is now or later becomes entitled, except in each case in which the Borrower has reasonably determined that any of their respective corporate names that refer the foregoing is not of material economic value to it. Any expenses incurred in connection with such activities shall be borne by the Certain Seller Trademarks until two months following the Closing DateBorrower. (diii) Prior to the Closing, The Borrower shall take all additional steps not set forth in subsections (i) the Seller shall take such action and execute such documentation as is necessary to transfer ownership and control to Emdeon Practice Services and make Emdeon Practice Services the registrant and administrative contact for each of the Internet domain names set forth on Section 3.14(a) of the Disclosure Schedule and (ii) hereof which the Seller Lender deems reasonably appropriate under the circumstances to preserve and protect the Borrower's 19 material patents and patent licenses. (iv) The Borrower shall use commercially reasonable efforts to remove all Encumbrances on not abandon any patent or any pending patent application without the trademarks written consent of the Lender, except, in each case in which the Borrower has reasonably determined that any of the Companies and shall provide reasonable assistance foregoing is not of material economic value to remove any remaining Encumbrances after the Closingit. (ev) In the event that the Borrower becomes aware that any of its material patents has been infringed or misappropriated by a third party, the Borrower shall notify the Lender promptly in writing, in reasonable detail, and shall take such actions as the Lender deems reasonably appropriate under the circumstances to protect such patent including, without limitation, suing for damages or for an injunction against such infringement or misappropriation. Any expense incurred in connection with such activities shall be borne by the Borrower. The Borrower will advise the Lender promptly in writing, in reasonable detail, of any averse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the United States Patent and Trademark Office or any court) regarding any of its material patents. (vi) The Seller Borrower shall maintain on its Internet web site a web link directing visitors seeking mark ▇▇▇ products with the web site numbers of all appropriate patents or the Companies designation "patent pending," as the case may be, to an Internet web site designated by the Purchaser for not fewer than 12 months following the Closing. Between the date of this Agreement extent that it is reasonably and the Closing, the Seller and the Purchaser shall discuss in good faith the creation of additional web links to each other’s Internet web sitescommercially practicable.