Common use of Intellectual Property and Technology Clause in Contracts

Intellectual Property and Technology. (a) SCHEDULE 5.10(a) is in all material respects an accurate and complete list, as of the date hereof, of all material Intellectual Property (other than trade dress and slogans) primarily used or held for use in the Business and owned by ABB and/or its Affiliates (the "OWNED INTELLECTUAL PROPERTY"), and, to the extent indicated on such SCHEDULE 5.10(a), the Owned Intellectual Property has been duly registered in, filed in or issued by the United States Copyright Office or the United States Patent and Trademark Office or Network Solutions, Inc., the appropriate offices in the various states of the United States and the appropriate offices of other jurisdictions. (b) SCHEDULE 5.10(b) is in all material respects an accurate and complete list, as of the date hereof, of all material Intellectual Property which is used under express license primarily in the Business by ABB and/or its Affiliates (the "LICENSED INTELLECTUAL PROPERTY"), and except to the extent indicated on such Schedule, ABB has delivered or made available to Purchaser true and complete copies of all related licenses, including all amendments and modifications thereto. Since December 31, 1996, no notice of a material default has been sent or received by ABB and/or its Affiliates under any such license which remains uncured. (c) Except as set forth on SCHEDULE 5.10(c), at the Closing, the NB Group will be the sole and exclusive owner of all Owned Intellectual Property, subject to Sections 3.2 and 7.10 and to the recording by the applicable Governmental Authorities of any transfer of Owned Intellectual Property in connection with the Pre-Closing Reorganization, free and clear of any and all Encumbrances other than Permitted Encumbrances, and will be the successor-in-interest to the license for any Licensed Intellectual Property that is used under license by a Business Unit (subject to Section 4.4). No Owned Intellectual Property material to the conduct of the Business has been cancelled, abandoned or otherwise terminated and all renewal fees in respect thereof have been duly paid. Except as set forth in SCHEDULE 5.10(c), no Business Unit has granted any license or other rights with respect to Owned Intellectual Property to any other Person. (d) Except as set forth in SCHEDULE 5.10(d), at the Closing, subject to Sections 3.2 and 7.10, the NB Group will be the sole and exclusive owner of all Technology primarily used or held for use in the Business and owned by ABB and/or its Affiliates, free and clear of any and all Encumbrances other than Permitted Encumbrances, and will be the successor-in-interest to the license for any Technology which is used under express license primarily in the Business by ABB and/or its Affiliates (subject to Section 4.4). Except as set forth in SCHEDULE 5.10(d), no Business Unit has granted any license or other rights with respect to Technology material to the conduct of the Business to any other Person. (e) Except as set forth in SCHEDULE 5.10(e), since December 31, 1996, no Business Unit has received any written notice from any other Person challenging in any material respect the right of a Business Unit to use any of the Owned Intellectual Property, Licensed Intellectual Property or Technology material to the conduct of the Business. (f) Except as set forth in SCHEDULE 5.10(f), since December 31, 1996, no Business Unit has made any claim in writing of a violation, infringement, misuse or misappropriation by others of its rights to or in connection with any Owned Intellectual Property or Technology material to the conduct of the Business, which claim is still pending. (g) Except as set forth in SCHEDULE 5.10(g), since December 31,1996, no Business Unit has received any claim in writing from any third Person of a violation, infringement, misuse or misappropriation by any Business Unit of any intellectual property or technology owned by any third Person, or of the invalidity of any patent or registration of a copyright, trademark, service ▇▇▇▇, domain name or trade name included in the Owned Intellectual Property, which claim is still pending. (h) Except as set forth in SCHEDULE 5.10(h), since December 31, 1996, there have been no interferences or other contested proceedings, either pending or, to the knowledge of ABB, threatened in writing in the United States Copyright Office, the United States Patent and Trademark Office or any Governmental Authority relating to any pending application with respect to any Owned Intellectual Property.

Intellectual Property and Technology. (aSchedule 4.1(h)(i) SCHEDULE 5.10(a) is in all material respects an accurate and complete sets forth a list, as of the date hereofof this Agreement, of all material Intellectual Property patents, patent applications, registered trademarks, trademark applications, registered servicemarks, servicemark applications, registered copyrights and copyright applications owned by the Sellers that relate primarily to the Business or owned by a Sold Subsidiary (other than trade dress except as otherwise provided by Section 5.16) and slogans) primarily used or held for use included in the Business Acquired Assets and owned by ABB and/or its Affiliates (the "OWNED INTELLECTUAL PROPERTY"), Subsidiary Assets and, to the extent indicated on such SCHEDULE 5.10(a)Schedule, the Owned such Intellectual Property has been duly registered in, filed in or issued by the United States Copyright Office or the United States Patent and Trademark Office or Network Solutions, Inc.Office, the appropriate offices in the various states of the United States and the all appropriate offices of all other jurisdictions. (b) SCHEDULE 5.10(b) is in all material respects an accurate and complete list, as of the date hereof, of all material Intellectual Property which is used under express license primarily in the Business by ABB and/or its Affiliates (the "LICENSED INTELLECTUAL PROPERTY"), and except to the extent indicated on such Schedule, ABB has delivered or made available to Purchaser true and complete copies of all related licenses, including all amendments and modifications thereto. Since December 31, 1996, no notice of a material default has been sent or received by ABB and/or its Affiliates under any such license which remains uncured. (c) Except as set forth on SCHEDULE 5.10(cSchedule 4.1(h)(ii), at the Closing, the NB Group will be a Seller or a Sold Subsidiary is the sole and exclusive owner of all Owned Intellectual Property, subject to Sections 3.2 and 7.10 and to the recording by the applicable Governmental Authorities of any transfer of Owned material Intellectual Property in connection with the Pre-Closing Reorganization(other than licenses) and material Technology, free and clear of any and all Encumbrances or Liens (other than Permitted Encumbrances, and will be the successor-in-interest to the license for any Licensed Intellectual Property that is used under license by a Business Unit (subject to Section 4.4). No Owned Intellectual Property material to the conduct of the Business has been cancelled, abandoned or otherwise terminated and all renewal fees in respect thereof have been duly paid. Except as set forth in SCHEDULE 5.10(c), no Business Unit has granted any license or other rights with respect to Owned Intellectual Property to any other Person. (d) Except as set forth in SCHEDULE 5.10(d), at the Closing, subject to Sections 3.2 and 7.10, the NB Group will be the sole and exclusive owner of all Technology primarily used or held for use in the Business and owned by ABB and/or its Affiliates, free and clear of any and all Encumbrances other than Permitted Encumbrances, and will be the successor-in-interest to the license for any Technology which is used under express license primarily in the Business by ABB and/or its Affiliates (subject to Section 4.4Liens). Except as set forth in SCHEDULE 5.10(d), no Business Unit has granted any license or other rights with respect to Technology material to the conduct of the Business to any other Person. (e) Except as set forth in SCHEDULE 5.10(eon Schedule 4.1(h)(iii), since December 31January 1, 19961994, no Business Unit Seller or Sold Subsidiary has received any written notice from any other Person challenging in any material respect the right of a Business Unit Sellers or the Sold Subsidiaries to use any of the Owned Intellectual Property, Licensed material Intellectual Property or material Technology material or any rights thereunder. Sellers have taken measures, consistent with Sellers' corporate practice, to protect the conduct secrecy, confidentiality and value of the Business. Technology and to avoid infringement and misappropriation of the Intellectual Property. To Seller's knowledge and except as set forth on Schedules 4.1(h) (fiii); (iv); (v) and (vi), the Intellectual Property and the Technology included in the Acquired Assets together with Purchaser's rights under the Shared Technology Agreement are all the intellectual property rights and rights in technology required for Purchaser to run the Business after Closing in the manner in which it presently is operated. Except as set forth in SCHEDULE 5.10(fon Schedule 4.1(h)(iv), since December 31January 1, 19961994, no Business Unit Seller or Sold Subsidiary has made any claim in writing of a violation, infringement, misuse or misappropriation by others of its their rights to or in connection with any Owned material Intellectual Property or Technology material to the conduct of the BusinessTechnology, which claim is still pending. (g) . Except as set forth in SCHEDULE 5.10(gon Schedule 4.1(h)(v), since December 31,1996to WEC's knowledge, as of the date of this Agreement, there is no Business Unit has received any pending or threatened claim in writing from by any third Person of a material violation, infringement, misuse or misappropriation by any Business Unit Seller or Sold Subsidiary of any intellectual property material Intellectual Property or technology Technology owned by any third Person, or of the invalidity of any patent or registration of a copyright, trademark, service ▇▇▇▇, domain name or trade name included in the Owned Intellectual Property, which claim is still pending. (h) Except as set forth in SCHEDULE 5.10(h), since December 31, 1996, there have been no interferences or other contested proceedings, either pending or, to the knowledge of ABB, threatened in writing in the United States Copyright Office, the United States Patent and Trademark Office or any Governmental Authority relating to any pending application with respect to any Owned Intellectual Property.part of