Common use of Intellectual Property Rights and Interests Clause in Contracts

Intellectual Property Rights and Interests. The Company's Intellectual Property and the Licensed Intellectual Property constitute all such material proprietary rights which are owned or held by the Company and which are reasonably necessary to, or used in the conduct of, the business of the Company as currently conducted. To the Company's Knowledge, it has taken all reasonably necessary steps required under applicable law to protect its trade secrets. To the Knowledge of the Company, the Company owns or has valid rights to use the Company's Intellectual Property and the Licensed Intellectual Property without conflict with the rights of others. No person or corporation has made or, to the Knowledge of the Company, threatened to make any claim that the Company's use of the Company's Intellectual Property and the Licensed Intellectual Property is in violation of any license held by the Company or infringes any proprietary right or interest of any third party. To the Knowledge of the Company, no third party is infringing upon any of the Company's Intellectual Property or is in violation of any license to use the Company's Intellectual Property granted by the Company. The Company holds the Company's Intellectual Property and the Licensed Intellectual Property free and clear of all Liens. The Company's Intellectual Property (other than any intellectual property duly acquired or licensed from third parties) was developed entirely by the employees of or consultants to the Company during the time they were employed or retained by the Company, and to the Knowledge of the Company, at no time during conception or reduction to practice of the Company's Intellectual Property were any such employees or consultants operating under any grant from a governmental entity or agency or subject to any employment agreement or invention assignment or non-disclosure agreement or any other obligation with a third party that would materially and adversely affect the Company's rights in the Company's Intellectual Property. The Company's Intellectual Property does not, to the Knowledge of the Company, include any invention or other intellectual property of such employees or consultants made prior to the time such employees or consultants were employed or retained by the Company nor any intellectual property of any previous employer of such employees or consultants nor the intellectual property or any other person or entity.