Common use of Intellectual Properties Clause in Contracts

Intellectual Properties. In the operation of its business the Company and its Subsidiaries have used, and currently use, domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service ▇▇▇▇ registrations and applications, copyright registrations and applications, trade secrets and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY"). Schedule 3.16 contains an accurate and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to the operation of the business of the Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property which is owned by the Company or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 and such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the Sellers, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16, no Person is infringing the Intellectual Property.

Intellectual Properties. In the operation of its business the Company and its Subsidiaries have used, and currently use, domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service ▇▇▇▇ registrations and applications, copyright registrations and applications, trade secrets and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY"). Schedule 3.16 contains an accurate and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to the operation of the business of the Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property which is owned by the Company or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 and such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the Sellers, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16, no Person is infringing the Intellectual Property.

Intellectual Properties. In Section 3.01(p) of the operation Company's disclosure letter accurately sets forth all of the following used or held for use in connection with the business of the Company or its Subsidiaries as currently conducted: (i) patents, patent rights, and applications therefor; (ii) registered trademarks and registered service marks, and applications therefor; and (iii) other registered intellectual property rights of any kind or nature, including without limitation registered copyrights, trade secrets, trade names, know how and other proprietary rights and information (all of the foregoing collectively the "OSI Intellectual Property"). The Company and its Subsidiaries own or possess adequate licenses or other valid rights to use all OSI Intellectual Property, all material computer software (other than generally available mass market software) and material collections of information (such as data bases) used in the Company's business and the Company is unaware of any assertion or claim challenging the validity of any of the foregoing which would have a material adverse effect on the Condition of the Company and its Subsidiaries have usedtaken as a whole. To the knowledge of the Company, and currently use, domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service ▇▇▇▇ registrations and applications, copyright registrations and applications, trade secrets and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY"). Schedule 3.16 contains an accurate and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to the operation conduct of the business of the Company and its Subsidiaries as currently conducted does not conflict in any way with any patent, patent right, license, trademark, trademark right, trade name, trade name right, service mark or copyright of any third party that, individually or in the aggregate, would have a material adverse effect on the Condition of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (and its Subsidiaries taken as a whole. Except as set forth in Section 3.01(p) of the Company's disclosure letter, neither the Company nor any Subsidiary has received any written notices of, and is not aware of any facts that would be reasonably likely to result in, any infringement or the Subsidiary indicated) owns the entire rightmisappropriation by, title and interest in and or conflict with, any third party with respect to the Intellectual Property listed on Schedule 3.16 used in the operation of its business such third party's intellectual property rights (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property which is owned by the Company any demand or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 and such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the Sellers, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by request that the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or Subsidiary license any of its Subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary informationrights from a third party). Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief Section 3.01(p) of the Company, no reasonable basis upon which a claim may be asserted against 's disclosure letter neither the Company nor any Subsidiary has received any written notice of termination or expiration with respect to any OSI Intellectual Property, any material computer software (other than generally available mass market software) and any material collections of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach information (such as data bases) used in the Company's business from the owner thereof and the Company is unaware of any domestic facts or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, copyrights, copyright registrations circumstances that would be reasonably likely to result in such a termination or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16, no Person is infringing the Intellectual Propertyexpiration notice.

Intellectual Properties. In (a) Section 3.18 of the operation of its business the Company and its Subsidiaries have used, and currently use, domestic and foreign Disclosure Schedule lists all patents, patent applications, patent licenses, software licenses, knowhow licensestrademarks, trade names, trademarksservice marks, logos, copyrights, unpatented inventionstechnology, service marks, trademark registrations and applications, service ▇▇▇▇ registrations and applications, copyright registrations and applicationsknow-how, trade secrets secrets, processes, formulas, techniques, and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY"). Schedule 3.16 contains an accurate and complete list of all Intellectual Property licenses (other than trade secrets and other confidential information) which is of material importance to the operation of the business of the Company for off-the-shelf software programs that have not been customized for Holding's or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated' use) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 used in the operation business of Holding or any of its business Subsidiaries as now being conducted (including, without limitationcollectively, the "Intellectual Properties"). Holding (or, if so indicated in Section 3.18 of the ----------------------- Disclosure Schedule, one of its Subsidiaries) owns, or is licensed or otherwise has the full and unrestricted exclusive right to use and license throughout the same) and each item constituting part world, without the payment of royalties or other further consideration except as indicated in Section 3.18 of the Disclosure Schedule, all of the Intellectual Property which is Properties. No intellectual property rights, privileges, licenses, contracts or other agreements, instruments or evidences of interest, other than (i) the Intellectual Properties, and (ii) off-the-shelf software programs that have not been customized for Holding's or any of its Subsidiaries' use, are necessary to or used in the conduct of the business of Holding and its Subsidiaries as now being conducted. All of the patents, trademarks and copyrights owned by the Company Holding or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, any of its Subsidiaries have been duly registered within, filed in or issued by, as the case may be, by the United States Patent and Trademark Office or Register of Copyrights or the corresponding offices of other countries as identified in Section 3.18 of the Disclosure Schedule, and have been properly maintained and renewed, consistent with commercially reasonable business practices, in accordance with all applicable provisions of law and administrative regulations in the United States and each such country. (b) In any instance where Holding's rights to Intellectual Properties, or such rights of any of its Subsidiaries, arise under a license or similar agreement (other government entitiesthan for off-the-shelf software programs that have not been customized for Holding's or such Subsidiary's use), domestic or foreign, as are this is indicated in Schedule 3.16 Section 3.18 of the Disclosure Schedule, and to the knowledge of Holding, such registrations, filings and issuances remain rights are licensed exclusively to Holding or the indicated Subsidiary except as indicated in full force and effectSection 3.18 of the Disclosure Schedule. To the best knowledge Holding's knowledge, no other Person has an interest in or right or license to use any of the Company and Intellectual Properties. To Holding's knowledge, none of the SellersIntellectual Properties is being infringed by others, except as stated in such Schedule 3.16or is subject to any outstanding order, there are no pending decree, judgment, or threatened proceedings or stipulation. No litigation (or other adverse claims affecting proceedings in or with respect before any court or other governmental, adjudicatory, arbitral, or administrative body) relating to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received Properties (other than any Intellectual Properties licensed by the Company Holding or any of its Subsidiaries during the past two years which claim infringementas licensee), contributory infringementor, inducement to infringeHolding's knowledge, misappropriation or breach relating to any Intellectual Properties licensed by the Company Holding or any of its Subsidiaries as licensee, is pending, or to Holding's knowledge, threatened, nor, to Holding's knowledge, is there any basis for any such litigation or proceeding. Each of any domestic or foreign patents, patent applications, patent licenses Holding and know-how licenses, trade names, trademark registrations its Subsidiaries maintains reasonable security measures for the preservation of the secrecy and applications, service marks, copyrights, copyright registrations or applications, proprietary nature of such of its Intellectual Properties as constitute trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto. (i) Neither Holding nor any of its Subsidiaries, there is, nor to the best knowledgeknowledge of Holding, information and belief any of the Company, no reasonable basis upon which a claim may be asserted against the Company employees of or consultants to Holding or any of its Subsidiaries, for infringementhas infringed or made unlawful use of, contributory infringementor is infringing or making unlawful use of, inducement to infringe, misappropriation any proprietary or breach confidential information of any domestic Person, including without limitation any former employer of any past or foreign patentspresent employee of or consultant to Holding or any of its Subsidiaries; and (ii) the activities of the employees of or consultants to Holding and its Subsidiaries in connection with their employment do not violate any agreements or arrangements that any such employees or consultants have with any former employer or any other Person. Except as described in Section 3.18 of the Disclosure Schedule, patent applicationsno litigation (or other proceedings in or before any court or other governmental, patent licensesadjudicatory, know-how licensesarbitral, or administrative body) charging Holding or any of its Subsidiaries with infringement or unlawful use of any license, patent, trademark, service ▇▇▇▇, trade namesname, trademark registrations and applicationslogo, common law trademarks, service marks, copyrights, copyright registrations or applicationscopyright, trade secrets secret, or other confidential proprietary information. To right is pending, or to the best knowledge of Holding, threatened; nor, to the Companyknowledge of Holding, except as indicated on Schedule 3.16, no Person is infringing the Intellectual Propertythere any basis for any such litigation or proceeding.

Intellectual Properties. In the operation of its business the Company and its Subsidiaries subsidiaries have used, and currently use, domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service ▇▇▇▇ registrations and applications, copyright registrations and applications, trade secrets and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTYCompany Intellectual Property"). Schedule 3.16 2.1(m) attached hereto contains an accurate and complete list of all Company Intellectual Property (other than trade secrets and other confidential information) which that is of material importance to the operation of the business of the Company or any of its Subsidiariessubsidiaries. Unless otherwise indicated in Schedule 3.16 2.1(m) the Company (or the Subsidiary subsidiary indicated) owns the entire right, title and interest in and to the Company Intellectual Property listed on Schedule 3.16 2.1(m) used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Company Intellectual Property which that is owned by the Company or a Subsidiary subsidiary and listed on Schedule 3.16 2.1(m) has been, to the extent indicated in Schedule 3.162.1(m), duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government governmental entities, domestic or foreign, as are indicated in Schedule 3.16 2.1(m) and such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the SellersCompany, except as stated in such Schedule 3.162.1(m), there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Company Intellectual Property. Schedule 3.16 2.1(m) lists all notices or claims currently pending or received by the Company or any of its Subsidiaries subsidiaries during the past two years which that claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.162.1(m), no Person is materially infringing the Company Intellectual Property.

Intellectual Properties. In the operation of its business the Company and its Subsidiaries have used, and currently use, domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service ▇▇▇▇ registrations and applications, copyright registrations and applications, trade secrets and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY"). a) Schedule 3.16 3.13 attached hereto contains an accurate and complete list of all material Intellectual Property owned by, licensed to or used by the Company (other than trade secrets "shrink-wrap" licenses related to "off-the-shelf" software) (collectively, the "Listed Intellectual Property"). The patents, registered copyrights, registered trademarks and service marks, and domain names included in the Listed Intellectual Property have been duly registered in, filed in or issued by the United States Patent and Trademark Office, United States Copyright Office or a duly accredited and appropriate domain name registrar. the appropriate offices in the various states of the United States and the appropriate offices of other confidential informationjurisdictions, and each such registration, filing and issuance remains in full force and effect as of the Closing Date. Except as set forth on Schedule 3.13, true and complete copies of all license agreements to which reference is therein made have been delivered by the Sellers to the Purchaser. (b) Except as set forth on Schedule 3.13, the Company is not a party to any material license or agreement, whether as licensor, licensee, or otherwise with respect to any of the Intellectual Property. To the extent any Intellectual Property is used under license by the company, no notice of a material default has been sent or received by either Seller under any such license which remains uncured and the execution, delivery and performance of each Sellers' obligations hereunder will not result in such a default. Each such material license agreement is a legal, valid and binding obligation of material importance the Company and, to either Seller's actual knowledge after Due Inquiry, the other Persons party thereto, enforceable in accordance with the terms thereof except as may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforcement is sought at law or in equity). (c) Except as set forth on Schedule 3.13, the Company owns or is licensed to use, all of the Listed Intellectual Property, free and clear of any Liens, without obligation to pay any royalty or any other fees with respect thereto and the operation of its businesses requires no rights under Intellectual Property other than the Listed Intellectual Property. The operation of the Company's business and the Company's use of any Intellectual Property does not infringe, misuse, or misappropriate any Intellectual Property rights of any third party. No Listed Intellectual Property has been canceled, abandoned or otherwise terminated and all renewal and maintenance fees in respect thereof have been duly paid. (d) Except as set forth on Schedule 3.13, since February 28, 1998, the Company has riot received any written notice from any third parry challenging the right of the Company to use any Intellectual Property. The Listed Intellectual Property constitutes ail the intellectual Property necessary to operate the business of the Company as of the Closing Date in the manner in which it was operated prior to the Closing Date. Immediately after the Closing Date, the purchaser will have all Intellectual Property rights necessary to operate the business of the Company in the manner in which it was operated prior to the Closing Date. (e) Except as set forth on Schedule 3.13, since February 28, 1998, the Company has not made any claim in writing of a violation, infringement, misuse or misappropriation by any person of any of its Subsidiaries. Unless otherwise indicated rights to, or in Schedule 3.16 the Company connection with, any Intellectual Property, which claim is still pending. (or the Subsidiary indicatedf) owns the entire right, title and interest in and to the Intellectual Property listed Except as set forth on Schedule 3.16 used in the operation 3.13, there are no pending or, to either Seller's actual knowledge after Due Inquiry, threatened claims of its business (includinga violation, without limitationinfringement, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property which is owned misuse or misappropriation by the Company of any Intellectual Property, or of the invalidity of any patent or of the registration of a Subsidiary and listed copyright, trademark, service mark, domain name, or trade name included in the Listed Intellectual ▇▇▇perty. (g) Except as set forth on Schedule 3.16 has been3.13, there are no interferences or other contested proceedings either pending or, to either Seller's actual knowledge after Due Inquiry, threatened, in the extent indicated in Schedule 3.16, duly registered with, filed in or issued by, as the case may beUnited States Copyright Office, the United States Patent and Trademark Office Office, or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 and such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the Sellers, except as stated in such Schedule 3.16, there are no any governmental authority relating to any pending or threatened proceedings or litigation or other adverse claims affecting or application with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16, no Person is infringing the Listed Intellectual Property.

Intellectual Properties. In (a) Section 3.18 of the operation of its business the Company and its Subsidiaries have used, and currently use, domestic and foreign Disclosure Schedule lists all patents, patent applications, patent licenses, software licenses, knowhow licensestrademarks, trade names, trademarksservice marks, logos, copyrights, unpatented inventionstechnology, service marks, trademark registrations and applications, service ▇▇▇▇ registrations and applications, copyright registrations and applicationsknow-how, trade secrets secrets, processes, formulas, techniques, and licenses (other confidential proprietary information than for off-the-shelf software programs that have not been customized for the Company's use) used in or necessary to the business of the Company as now being conducted (collectively collectively, the "INTELLECTUAL PROPERTYIntellectual Properties"). Schedule 3.16 contains an accurate ------------ ---------- The Company owns or is licensed or otherwise has the full and complete list unrestricted exclusive right to use throughout the world, without the payment of royalties or other further consideration except as indicated in Section 3.18 of the Disclosure Schedule, all of the Intellectual Property (Properties. No intellectual property rights, privileges, licenses, contracts or other agreements, instruments or evidences of interest, other than trade secrets (i) the Intellectual Properties, and other confidential information(ii) which is of material importance off-the-shelf software programs that have not been customized for the Company's use, are necessary to or used in the operation conduct of the business of the Company or any of its Subsidiariesas now being conducted. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part All of the Intellectual Property which is patents, trademarks and copyrights owned by the Company or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, have been duly registered within, filed in or issued by, as the case may be, by the United States Patent and Trademark Office or Register of Copyrights or the corresponding offices of other countries as identified in Section 3.18 of the Disclosure Schedule, and have been properly maintained and renewed, consistent with commercially reasonable business practices, in accordance with all applicable provisions of law and administrative regulations in the United States and each such country. (b) In any instance where the Company's rights to Intellectual Properties arise under a license or similar agreement (other government entitiesthan for off-the- shelf software programs that have not been customized for its use), domestic or foreign, as are this is indicated in Schedule 3.16 and such registrations, filings and issuances remain in full force and effect. To the best knowledge Section 3.18 of the Company Disclosure Schedule, and the Sellers, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief knowledge of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement such rights are licensed exclusively to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16in Section 3.18 of the Disclosure Schedule. To the knowledge of the Company, no other Person has an interest in or right or license to use any of the Intellectual Properties. To the Company's knowledge, none of the Intellectual Properties is being infringed by others, or is subject to any outstanding order, decree, judgment, or stipulation. No litigation (or other proceedings in or before any court or other governmental, adjudicatory, arbitral, or administrative body) relating to the Intellectual Properties (other than any Intellectual Properties licensed by the Company as licensee), or to the Company's knowledge, relating to any Intellectual Properties licensed by the Company as a licensee, is pending, or to the Company's knowledge, threatened, nor, to the knowledge of the Company, is there any basis for any such litigation or proceeding. The Company maintains reasonable security measures for the preservation of the secrecy and proprietary nature of such of the Intellectual Properties as constitute trade secrets or other confidential information. (i) Neither the Company nor, to the knowledge of the Company, any employees of or consultants to the Company, has infringed or made unlawful use of, or is infringing or making unlawful use of, any proprietary or confidential information of any Person, including without limitation any former employer of any past or present employee or consultant of the Intellectual PropertyCompany; and (ii) the activities of the employees of or consultants to the Company in connection with their employment do not violate any agreements or arrangements that any such employees or consultants have with any former employer or any other Person. Except as described in Section 3.18 of the Disclosure Schedule, no litigation (or other proceedings in or before any court or other governmental, adjudicatory, arbitral, or administrative body) charging the Company with infringement or unlawful use of any license, patent, trademark, service ▇▇▇▇, trade name, logo, copyright, trade secret or other proprietary right is pending, or, to the knowledge of the Company, threatened; nor, to the knowledge of the Company, is there any basis for any such litigation or proceeding.

Intellectual Properties. In the operation of its business the Company and its Subsidiaries have used, and currently use, Intellectual Property" means domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service ▇m▇▇▇ registrations and applications, copyright registrations and applications, trade secrets secrets, Internet domain names and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY")information. Schedule 3.16 contains an accurate and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to the operation of the business of the Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property which is owned by the Company or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 and, to the best knowledge of the Company and the Principal Sellers, such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the and the Principal Sellers, except as stated in such Schedule 3.16, there are no pending or threatened proceedings proceeding or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief knowledge of the CompanyCompany and the Principal Sellers, no reasonable basis upon which a claim may be asserted against the Company has received no demand, claim, notice or inquiry from any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach Person in respect of any domestic Intellectual Property that challenges, threatens to challenge or foreign patentsinquires as to whether there is any basis to challenge, patent applicationsthe validity of, patent licensesor the rights of the Company in any such Intellectual Property, know-how licensesand the Company knows of no basis for any such challenge, trade namesand the Company is not in violation or infringement of, trademark registrations and applicationshas not violated or infringed, common law trademarksany Intellectual Property of any other Person, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary informationand no Person is currently infringing any such Intellectual Property. To the best knowledge of the CompanyCompany and the Principal Sellers, except as indicated on Schedule 3.16, no Person is infringing the Intellectual Property.