Common use of Intellectual Property; Information Technology Clause in Contracts

Intellectual Property; Information Technology. (a) Section 2.18(a) of the Seller Disclosure Letter contains a complete and accurate list of all Intellectual Property Rights registrations and applications that are included in the Transferred Intellectual Property (collectively, “Registered IP”). Each item of Registered IP is subsisting and unexpired and to the Knowledge of Sellers, valid and enforceable. Immediately after the Closing, the Companies will (i) exclusively own all Transferred Intellectual Property free and clear of all Liens (other than Permitted Liens) and (ii) own, or have a license or other right to use (including pursuant to this Agreement or an Ancillary Agreement, as applicable), all Intellectual Property Rights owned by Sellers or their Affiliates that are used in the Business as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the conduct of the Business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property Rights of any third Person, and none of the Sellers or any of its Affiliates has received notice of any Action (including cease and desist letters and invitations to take a license) alleging the same (provided that, with respect to patents, the foregoing representation is being made to the Knowledge of Sellers). No Action (including any oppositions, derivations, interferences or re-examinations) is pending or threatened in writing, or that challenges the validity, ownership or enforceability of any Transferred Intellectual Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, to the Knowledge of the Sellers, no third Person is infringing, misappropriating or otherwise violating the Transferred Intellectual Property, and there is no Action alleging the same. (d) Sellers and their Affiliates (including the Companies) maintain and implement commercially reasonable practices to protect the confidentiality and secrecy of any material Trade Secrets (i) included in the Transferred Intellectual Property or (ii) provided to the Companies in connection with the Business under obligations of confidentiality. (e) Upon completion of the Pre-Closing Reorganization and after effectuating of the Intellectual Property Agreement as contemplated in this Agreement, the Companies will (i) exclusively own all Transferred IT Assets, free and clear of all Liens (other than Permitted Liens) and (ii) own, or have a valid license or other right, and access, to use (including pursuant to this Agreement or an Ancillary Agreement, as applicable), all other IT Assets owned by Seller or its Affiliates that are used or held for use in the Business as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) The patents and patent applications set forth on Section 2.18(a) of the Seller Disclosure Letter are all of the patents and patent applications owned by Sellers and their Subsidiaries as of the Closing that claim or cover Process Inventions (as defined in the Intellectual Property Agreement) that were used in the conduct and operation of the Business as of or prior to the Closing.

Intellectual Property; Information Technology. (a) Section 2.18(a) No Transferred Dawg Business Intellectual Property is licensed by any Dawg Entity to any third party. Dawg or one of its Affiliates is the Seller Disclosure Letter contains a complete and accurate list owner or permitted licensee of all Transferred Dawg Business Intellectual Property Rights registrations and applications that are included in the Transferred Intellectual Property (collectivelyProperty, “Registered IP”). Each item of Registered IP is subsisting and unexpired and to the Knowledge of Sellers, valid and enforceable. Immediately after the Closing, the Companies will (i) exclusively own all Transferred Intellectual Property free and clear of all any Liens (other than Permitted Liens) and (ii) own, or have a license or other right to use (including pursuant to this Agreement or an Ancillary Agreement, as applicable), . A Dawg Entity owns all Transferred Dawg Business Intellectual Property Rights owned developed by Sellers or their Affiliates that are used in the Business as currently conducted, except on behalf of such Dawg Entity. Except as would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Dawg Material Adverse Effect, there are no written claims or demands pending or threatened in writing against Dawg or any Affiliate thereof by any other Person pertaining to (i) any Transferred Dawg Business Intellectual Property, or (ii) the alleged infringement by the conduct of the Transferred Dawg Business of any Intellectual Property owned by a third party, and no Proceedings have been instituted or are pending which challenge the rights of Dawg or any Affiliate thereof in the Transferred Dawg Business Intellectual Property. (b) A Dawg Entity owns or otherwise has sufficient rights to use all Transferred Dawg IT Systems, and all such rights will survive the consummation of the Transactions unchanged. Except as would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Dawg Material Adverse Effect, the conduct Transferred Dawg IT Systems (i) are sufficient for the current and anticipated needs of the Business as currently conducted does Transferred Dawg Business, (ii) operate and perform in accordance with their documentation and functional specifications, (iii) have not infringe, misappropriate malfunctioned or otherwise violate failed in a manner that has caused a disruption or liability to the Intellectual Property Rights of any third PersonDawg Entities, and none of the Sellers (iv) are free from any bugs, defects, “back doors,” “drop dead devices,” “time bombs,” “Trojan horses,” “viruses,” “worms,” “spyware,” “malware” or any of its Affiliates has received notice of any Action (including cease and desist letters and invitations to take a license) alleging the same (provided that, with respect to patents, the foregoing representation is being made to the Knowledge of Sellers)other disabling or malicious code. No Action (including any oppositions, derivations, interferences or re-examinations) is pending or threatened in writing, or that challenges the validity, ownership or enforceability of any Transferred Intellectual Property. (c) Except as would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to be material to a Dawg Material Adverse Effect, the Business, to the Knowledge of the Sellers, no third Person is infringing, misappropriating or otherwise violating the Transferred Intellectual Property, and there is no Action alleging the same. (d) Sellers and their Affiliates (including the Companies) maintain and implement commercially reasonable practices Dawg Entities have taken all actions consistent with current industry standards to protect the confidentiality confidentiality, integrity and secrecy security of any material Trade Secrets (i) included in the Transferred Intellectual Property or (ii) provided to the Companies in connection with the Business under obligations of confidentiality. (e) Upon completion of the Pre-Closing Reorganization and after effectuating of the Intellectual Property Agreement as contemplated in this AgreementDawg IT Systems against unauthorized use, the Companies will (i) exclusively own all Transferred IT Assets, free and clear of all Liens (other than Permitted Liens) and (ii) own, or have a valid license or other right, and access, to use (including pursuant to this Agreement interruption, modification or an Ancillary Agreement, as applicable), all other IT Assets owned by Seller or its Affiliates that are used or held for use in the Business as currently conducted, except corruption. Except as would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Dawg Material Adverse Effect. (f) The patents and patent applications set forth on Section 2.18(a) of , no Person has breached, gained unauthorized access to, used without authorization, interrupted, modified or corrupted the Seller Disclosure Letter are all of the patents and patent applications owned by Sellers and their Subsidiaries Transferred Dawg IT Systems. Except as of the Closing that claim would not be reasonably expected to have, individually or cover Process Inventions (as defined in the Intellectual Property Agreement) that were used aggregate, a Dawg Material Adverse Effect, the Dawg Entities have implemented and maintain commercially reasonable backup and data recovery, disaster recovery, and business continuity plans, consistent with industry practices of companies offering similar services, and act in compliance therewith. Except as would not be reasonably expected to have, individually or in the conduct and operation of the Business as of or prior aggregate, a Dawg Material Adverse Effect, no third party providing services to any Dawg Entity with respect to the ClosingTransferred Dawg IT Systems has failed to meet any material service obligations.

Intellectual Property; Information Technology. 3.14.1 Except as disclosed on Schedule 3.14.1, the Sellers solely and exclusively own all legal, equitable and beneficial right, title and interest in and to the Owned IP. The Sellers have not received notice of any allegation, claim or potential claim (a) Section 2.18(achallenging its sole and exclusive ownership of any Owned IP or (b) suggesting that any other Person has any claim of legal, equitable or beneficial ownership thereto or that any Owned IP is invalid, unenforceable or has been misused. Except as disclosed on Schedule 3.3, no Owned IP is subject to any outstanding or effective Order or Contract restricting the use, practice, licensing or exploitation thereof by the Sellers or restricting the sale, transfer or assignment thereof by the Sellers. Except as disclosed on Schedule 3.3, no funding, facilities or personnel of any educational institution or Governmental Authority were used, directly or indirectly, to develop or create, in whole or in part, any Owned IP. 3.14.2 The Sellers lawfully own, or otherwise have sufficient rights to, all Seller IP, and such Seller IP is all of the Seller Disclosure Letter contains a complete and accurate list of all Intellectual Property Rights registrations and applications that are included is required to conduct the Business in the Transferred Intellectual Property (collectively, “Registered IP”)manner in which it is currently being conducted. Each item of Registered All Seller IP is subsisting and unexpired and to the Knowledge of Sellers, valid and enforceable. Immediately after the Closing, the Companies will (i) exclusively own all Transferred Intellectual Property free and clear of all Liens (other than Permitted Liens) any Encumbrances. The execution and (ii) own, or have a license or other right to use (including pursuant to delivery of this Agreement and the consummation of the transactions contemplated hereby will not (a) result in the loss or an Ancillary Agreementimpairment of any Seller IP, as applicable)including the use, all Intellectual Property Rights owned practice and exploitation of any Seller IP in the same manner in which it is currently being used, practiced or otherwise exploited by the Sellers or their Affiliates that are used in the Business as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as would not, individually give rise to any right of any Person to terminate any rights under any Inbound License or exercise any new or additional rights under any Seller IP. 3.14.3 Neither the Products (including use of the Products in the aggregate, reasonably be expected to have a Material Adverse Effect, manner for which they were designed) nor the conduct of the Business as in the manner in which it is currently being conducted does not infringeinterferes with, misappropriate infringes, misappropriates or otherwise violate the violates any Intellectual Property Rights of any third Person. The Sellers have not received any charge, and none of the Sellers complaint, claim, demand, notice or other communication alleging any of its Affiliates has received notice of any Action (including cease and desist letters and invitations to take a license) alleging the same (provided thatsuch infringement, with respect to patents, the foregoing representation is being made to the Knowledge of Sellers). No Action misappropriation or violation EXHIBIT 2.1 (including any oppositions, derivations, interferences notice that the Sellers must license or re-examinations) is pending or threatened in writing, or that challenges the validity, ownership or enforceability refrain from using any Intellectual Property of any Transferred Intellectual Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, to the Knowledge of the Sellers, no third Person is infringing, misappropriating or otherwise violating the Transferred Intellectual Propertyother Person), and there is no Action alleging basis therefor. To the sameSellers’ Knowledge, no Person has interfered with, infringed upon, misappropriated or violated any Seller IP. (d) Sellers and their Affiliates (including the Companies) maintain and implement commercially reasonable practices to protect the confidentiality and secrecy of any material Trade Secrets (i) included in the Transferred Intellectual Property or (ii) provided to the Companies in connection with the Business under obligations of confidentiality. (e) Upon completion of the Pre-Closing Reorganization and after effectuating of the Intellectual Property Agreement as contemplated in this Agreement, the Companies will (i) exclusively own all Transferred IT Assets, free and clear of all Liens (other than Permitted Liens) and (ii) own, or have a valid license or other right, and access, to use (including pursuant to this Agreement or an Ancillary Agreement, as applicable), all other IT Assets owned by Seller or its Affiliates that are used or held for use in the Business as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) The patents and patent applications set forth on Section 2.18(a) of the Seller Disclosure Letter are all of the patents and patent applications owned by Sellers and their Subsidiaries as of the Closing that claim or cover Process Inventions (as defined in the Intellectual Property Agreement) that were used in the conduct and operation of the Business as of or prior to the Closing.

Intellectual Property; Information Technology. (a) Except as set forth on Section 2.18(a2.09(a) of the Seller Marvel Disclosure Letter contains a complete and accurate list Letter, no Transferred Marvel Business Intellectual Property is licensed by any Marvel Entity to any third party. Marvel or one of its Affiliates is the owner or permitted licensee of all Transferred Marvel Business Intellectual Property Rights registrations and applications that are included in the Transferred Intellectual Property (collectivelyProperty, “Registered IP”). Each item of Registered IP is subsisting and unexpired and to the Knowledge of Sellers, valid and enforceable. Immediately after the Closing, the Companies will (i) exclusively own all Transferred Intellectual Property free and clear of all any Liens (other than Permitted Liens) and (ii) own, or have a license or other right to use (including pursuant to this Agreement or an Ancillary Agreement, as applicable), . A Marvel Entity owns all Transferred Marvel Business Intellectual Property Rights owned developed by Sellers or their Affiliates that are used in the Business as currently conducted, except on behalf of such Marvel Entity. Except as would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Marvel Material Adverse Effect, there are no written claims or demands pending or threatened in writing against Marvel or any Affiliate thereof by any other Person pertaining to (i) any Transferred Marvel Business Intellectual Property, or (ii) the alleged infringement by the conduct of the Transferred Marvel Business of any Intellectual Property owned by a third party, and no Proceedings have been instituted or are pending which challenge the rights of Marvel or any Affiliate thereof in the Transferred Marvel Business Intellectual Property. (b) A Marvel Entity owns or otherwise has sufficient rights to use all Transferred Marvel IT Systems, and all such rights will survive the consummation of the Transactions unchanged. Except as would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Marvel Material Adverse Effect, the conduct Transferred Marvel IT Systems (i) are sufficient for the current and anticipated needs of the Business as currently conducted does Transferred Marvel Business, (ii) operate and perform in accordance with their documentation and functional specifications, (iii) have not infringe, misappropriate malfunctioned or otherwise violate failed in a manner that has caused a disruption or liability to the Intellectual Property Rights of any third PersonMarvel Entities, and none of the Sellers (iv) are free from any bugs, defects, “back doors,” “drop dead devices,” “time bombs,” “Trojan horses,” “viruses,” “worms,” “spyware,” “malware” or any of its Affiliates has received notice of any Action (including cease and desist letters and invitations to take a license) alleging the same (provided that, with respect to patents, the foregoing representation is being made to the Knowledge of Sellers)other disabling or malicious code. No Action (including any oppositions, derivations, interferences or re-examinations) is pending or threatened in writing, or that challenges the validity, ownership or enforceability of any Transferred Intellectual Property. (c) Except as would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to be material to a Marvel Material Adverse Effect, the Business, to the Knowledge of the Sellers, no third Person is infringing, misappropriating or otherwise violating the Transferred Intellectual Property, and there is no Action alleging the same. (d) Sellers and their Affiliates (including the Companies) maintain and implement commercially reasonable practices Marvel Entities have taken all actions consistent with current industry standards to protect the confidentiality confidentiality, integrity and secrecy security of any material Trade Secrets (i) included in the Transferred Intellectual Property or (ii) provided to the Companies in connection with the Business under obligations of confidentiality. (e) Upon completion of the Pre-Closing Reorganization and after effectuating of the Intellectual Property Agreement as contemplated in this AgreementMarvel IT Systems against unauthorized use, the Companies will (i) exclusively own all Transferred IT Assets, free and clear of all Liens (other than Permitted Liens) and (ii) own, or have a valid license or other right, and access, to use (including pursuant to this Agreement interruption, modification or an Ancillary Agreement, as applicable), all other IT Assets owned by Seller or its Affiliates that are used or held for use in the Business as currently conducted, except corruption. Except as would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Marvel Material Adverse Effect. (f) The patents and patent applications set forth on Section 2.18(a) of , no Person has breached, gained unauthorized access to, used without authorization, interrupted, modified or corrupted the Seller Disclosure Letter are all of the patents and patent applications owned by Sellers and their Subsidiaries Transferred Marvel IT Systems. Except as of the Closing that claim would not be reasonably expected to have, individually or cover Process Inventions (as defined in the Intellectual Property Agreement) that were used aggregate, a Marvel Material Adverse Effect, the Marvel Entities have implemented and maintain commercially reasonable backup and data recovery, disaster recovery, and business continuity plans, consistent with industry practices of companies offering similar services, and act in compliance therewith. Except as would not be reasonably expected to have, individually or in the conduct and operation of the Business as of or prior aggregate, a Marvel Material Adverse Effect, no third party providing services to any Marvel Entity with respect to the ClosingTransferred Marvel IT Systems has failed to meet any material service obligations.

Intellectual Property; Information Technology. (a) Section 2.18(a) Seller and its Affiliates, and upon completion of the Seller Disclosure Letter contains a complete and accurate list of all Intellectual Property Rights registrations and applications that are included in the Transferred Intellectual Property (collectively, “Registered IP”). Each item of Registered IP is subsisting and unexpired and to the Knowledge of Sellers, valid and enforceable. Immediately after the ClosingPre-Closing Reorganization, the Companies Company, will (i) exclusively own all Transferred Intellectual Property Property, free and clear of all Liens (other than Permitted Liens) and (ii) own, or have a license or other right to use (including including, following the Closing, pursuant to this Agreement or an Ancillary the Transition Services Agreement, as applicable), ) all other material Intellectual Property Rights owned by Sellers or their Affiliates that are used in the Business as currently conducted, except as would not, individually for the Seller Marks. The Transferred Intellectual Property constitutes all Intellectual Property Rights owned by Seller or its Affiliates that are Related to the Business. All Registered Intellectual Property Rights included in the aggregateTransferred Intellectual Property are valid and enforceable and are not subject to any pending cancellation, reasonably be expected to have a Material Adverse Effectopposition, interference, reissue or reexamination proceeding. (b) Except as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effectmaterial Liability to the Company following the completion of the Pre-Closing Reorganization, (i) the conduct of the Business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property Rights of any third Person, and none of the Sellers or (ii) neither Seller nor any of its Affiliates has received any written notice or claim alleging that the Business is infringing on or has misappropriated or otherwise violated the Intellectual Property Rights of any Action (including cease and desist letters and invitations to take a license) alleging the same (provided that, with respect to patents, the foregoing representation is being made to the Knowledge of Sellers). No Action (including any oppositions, derivations, interferences third Person or re-examinations) is pending challenging Seller’s or threatened in writing, or that challenges the validity, its Affiliates’ ownership or enforceability use of any Transferred Intellectual Property. To the Knowledge of Seller, no third Person is infringing, misappropriating or otherwise violating the Transferred Intellectual Property in a manner that would reasonably be expected to be materially adverse to the Business. No Person other than (A) as of the Execution Date, Seller and its Affiliates, and (B) following the Pre-Closing Reorganization, the Company, possesses any current or contingent material rights of any kind to any source code included in Transferred Intellectual Property. All current and former employees of Seller and its Affiliates who have contributed to or created any Transferred Intellectual Property that is material to the Business meet the following requirements: (x)(i) any Intellectual Property Rights created by them and included in any Transferred Intellectual Property were created by them entirely within the scope of their employment by Seller and its Affiliates; (y) their copyrightable work product included in any Transferred Intellectual Property is a work made for hire under U.S. copyright law; or (z) they have otherwise validly assigned their rights in and to such Transferred Intellectual Property to Seller or an Affiliate of Seller under invention assignment agreements. (c) To the Knowledge of Seller, Software included in the Transferred Intellectual Property (i) is free from known defects, errors in design, and operating defects, and (ii) does not contain any disabling mechanisms or protection features that are designed to disrupt or prevent the use of any such Software, including computer viruses, time locks, or any code, instruction, or device that may be used without authority to access, modify, delete or damage any such Software or any system or equipment on which any such Software is installed or in connection with which it may operate, in each case of clauses (i) and (ii), that would reasonably be expected to have a material adverse impact on the Business. (d) Seller and its Affiliates have made commercially reasonable efforts to (i) maintain and protect the confidentiality of any material Trade Secrets included in the Transferred Intellectual Property and (ii) protect the security and integrity of the Transferred IT Assets. To the Knowledge of Seller, no such Trade Secrets material to the Business have been authorized to be disclosed or have been actually disclosed to a third Person, other than (x) to Seller or any of its Affiliates, employees or Independent Contractors, or (y) pursuant to a non-disclosure agreement restricting the disclosure and use thereof. (e) Seller and its Affiliates, and upon completion of the Pre-Closing Reorganization, the Company, will (i) exclusively own all Transferred IT Assets, and (ii) own, or have a license or other right to use (including, following the Closing, pursuant to the Transition Services Agreement) all material IT Assets used in the Business as currently conducted. (f) Except as would not, individually or in the aggregate, reasonably be expected to be result in a material Liability to the Business, to Company following the Knowledge of the Sellers, no third Person is infringing, misappropriating or otherwise violating the Transferred Intellectual Property, and there is no Action alleging the same. (d) Sellers and their Affiliates (including the Companies) maintain and implement commercially reasonable practices to protect the confidentiality and secrecy of any material Trade Secrets (i) included in the Transferred Intellectual Property or (ii) provided to the Companies in connection with the Business under obligations of confidentiality. (e) Upon completion of the Pre-Closing Reorganization and after effectuating Reorganization, to the Knowledge of Seller, since January 1, 2019, there has been no unauthorized access to or unauthorized use of any Transferred IT Assets or any Personal Information that, upon completion of the Intellectual Property Agreement as contemplated in this AgreementPre-Closing Reorganization, will be transferred to the Companies will Company (i) exclusively own all “Transferred Personal Information”). The Transferred IT Assets, free and clear of all Liens (other than Permitted Liens) and (ii) own, Assets do not contain any virus or have a valid license or other right, and access, to use (including pursuant to this Agreement or an Ancillary Agreement, as applicable), all other IT Assets owned by Seller or its Affiliates malware that are used or held for use in the Business as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse impact on the conduct of the Business. The collection, retention, use, transfer and distribution by Seller and its Affiliates of Transferred Personal Information comply in all material respects with all applicable Laws. (fg) The patents Notwithstanding any other representations and patent applications set forth on warranties made by Seller in this Agreement, the representations and warranties in this Section 2.18(a2.16 and in Section 2.12(a)(iii) of are the only representations and warranties made by Seller Disclosure Letter are all of the patents and patent applications owned by Sellers and their Subsidiaries as of the Closing that claim or cover Process Inventions (as defined in the this Agreement with respect to Intellectual Property Agreement) that were used in the conduct Rights and operation of the Business as of or prior to the ClosingIT Assets.