Common use of I ntellectual Property Clause in Contracts

I ntellectual Property. Except as described in the Registration Statement or Prospectus, the Company and the Subsidiary own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “I ntellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents, patent applications or proprietary information. To the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

I ntellectual Property. Except Section 4.14(a) of the Company Disclosure Letter sets forth an accurate and complete list of all Registered Intellectual Property Rights owned by the Company or any of its Subsidiaries (the “R egistered IP”), setting forth for each item (i) the registration and/or application number (as described applicable), (ii) the registration and/or application date (as applicable) and (iii) the applicable filing jurisdiction (or in the Registration Statement case of an Internet domain name, the applicable domain name registrar). To the Knowledge of the Company, all of the Registered IP is valid, subsisting and enforceable, and none of the Registered IP is subject to any outstanding order, judgment, decree or Prospectusagreement adversely affecting the Company’s or any of its Subsidiaries’ ownership or use of, or rights in or to, any Registered IP. None of the Registered IP is involved or has been involved in the three years prior to the date of this Agreement in any inventorship challenge, interference, reissue, re-examination, opposition, invalidity, nullity or any other proceeding before the United States Patent and Trademark Office or any similar Governmental Entity. To the Knowledge of the Company, the Company and the Subsidiary its Subsidiaries solely and exclusively own or possess adequate have a valid and enforceable rights right to use all patents, patent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary Intellectual Property Rights used in or confidential information, systems or procedures) (collectively, the “I ntellectual Property”), necessary for the conduct of their respective businesses as currently conducted as free and clear of any Encumbrances (the “Company Intellectual Property”). The Company Intellectual Property will continue to be owned or available for use by the Company and its Subsidiaries after the consummation of the transactions contemplated by this Agreement on the same terms and conditions as are in place on the date hereofof this Agreement, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The To the Knowledge of the Company, neither the conduct of the business of the Company and or any of its Subsidiaries nor the Subsidiaries have not received any written notice development, manufacture, use, sale, commercialization or other exploitation of any claim product or service of infringement the Company or conflict which asserted any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property rights Rights of othersany Person, which infringement except as would not, individually or conflictin the aggregate, if the subject of an unfavorable decision, would result in reasonably be expected to have a Material Adverse Effect. There are is no pendingclaim, action, suit, proceeding, investigation or notice (including any “cease and desist” letter or written invitation to take a license) pending or, to the Knowledge of the Company’s knowledge, threatened judicial proceedings against the Company or interference proceedings challenging any of its Subsidiaries alleging that the Company or any of its Subsidiaries or any of their respective products or services is infringing, misappropriating or otherwise violating the Intellectual Property Rights of any Person, and there has been no such claim, action, suit, proceeding, investigation or notice in the three years prior to the date of this Agreement. To the Knowledge of the Company’s , no Person is infringing, misappropriating or otherwise violating any Company Intellectual Property. In the three years prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has, asserted any claim, action, suit, proceeding or investigation (including any “cease and desist” letter or written invitation to take a license) against any Person alleging infringement, misappropriation or any Subsidiary’s rights in other violation of any Company Intellectual Property. The Company and each of its Subsidiaries have obtained from each Person (including current and former employees, officers, directors, consultants and contractors, collectively, “Company Personnel”) who has created or developed any Intellectual Property Rights for or on behalf of the Company or any of its Subsidiaries, a written, valid and enforceable assignment of such Intellectual Property Rights to the Company or one of its Subsidiaries, as applicable. Any Intellectual Property Rights created, prepared, developed or conceived by employees for or on behalf of the validity Company or any of its Subsidiaries were created, prepared, developed or conceived within the scope of their employment. Any Intellectual Property Rights created, prepared, developed or conceived by independent contractors for or on behalf of the Company or any of its Subsidiaries were created, prepared, developed or conceived (i) without using any of their employers’ equipment, supplies, facilities, confidential information or Trade Secrets and (ii) not on their employers’ time. To the Knowledge of the Company, no present or former independent contractor engaged by the Company or any of its Subsidiaries has violated any agreement between such independent contractor and his or her current or former employer. To the Knowledge of the Company, none of the Company Personnel has included or embedded any Intellectual Property Rights of any third party into any of the Company’s products, services or other assets of the Company or any of its Subsidiaries’ patents, patent applications or proprietary information. To the extent any of the Company Personnel has included or embedded any Intellectual Property Rights of any third party into any of the products, services or other assets of the Company or any of its Subsidiaries, the Company and its Subsidiaries have been granted an irrevocable, perpetual, royalty-free, fully paid-up, worldwide license to exploit such Intellectual Property Rights in any manner and for any purpose. The Company and its Subsidiaries have taken commercially reasonable measures to protect the confidentiality and value of all the Company Intellectual Property, including Trade Secrets and, to the Knowledge of the Company’s knowledge, no Trade Secrets included in the Company Intellectual Property have been used, disclosed to or discovered by any Person except pursuant to written, valid and enforceable non-disclosure and/or license agreements which have not been breached. The Company IT Assets (i) operate and perform as required by the Company and each of its Subsidiaries for the operation of their respective businesses, (ii) have not materially malfunctioned or failed in the three years prior to the date of this Agreement in a manner that has had a material impact on the business of the Company or any of its Subsidiaries and (iii) are free from material bugs or other entity defects. The Company and each of its Subsidiaries has taken commercially reasonable measures to (A) protect the confidentiality, integrity and security of the Company IT Assets from any unauthorized access, use, interruption or individual modification by any third parties, including the implementation of reasonable backup and disaster recovery technology processes consistent with best industry practices and (B) prevent the introduction of malicious code into any Company IT Assets, which are regularly updated and consistent with best industry practices. To the Knowledge of the Company, no Person has gained unauthorized access to any Company IT Asset. No Company Software that is included in any product or service distributed by the Company or any of its Subsidiaries to any third party contains any Software that is subject to any obligation or condition under any license identified as an open source license by the Open Source Initiative (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/) (any such Software, an “Open Source Software”) that conditions the distribution of such Company Software on (i) the disclosure, licensing or distribution of any source code for any such Company Software (including any Intellectual Property Rights embodied therein), (ii) granting licensees of such Company Software the right to make derivative works or other modifications to any such Company Software, (iii) the licensing of such Company Software under any term or condition that allows any such Company Software to be reverse engineered, reverse assembled or disassembled or (iv) the redistribution of any such Company Software at no license fee or any other payment. No third party has made any claim, and to the Knowledge of Company, no third party has any right basis for making any claim, against the Company or claim in any of its Subsidiaries, seeking to terminate the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue Subsidiaries use of any contractOpen Source Software, license or other agreement entered into between such entity or individual and in any Company Software. For purposes of this Agreement, the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by following terms have the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.following meanings: