definiens: means ( i ) Business Contributed Intellectual Property, ( ii ) BusinessPurchased Intellectual Property ( as defined in the Purchase Agreement ) and ( iii)all other Intellectual Property constituting [COMPANY] Licensed IP and InvernessLicensed Trademarks ( as defined in the License Agreements ) . Except to the extentindicated in Section 3.12(a ) of the Disclosure Schedule, all BusinessIntellectual Property is either ( x ) owned by, or subject to an obligation ofsole and exclusive assignment to, IMS or IMA or one of their respectiveSubsidiaries free and clear of all Liens or other exceptions to title thataffect such Business Intellectual Property or restrict the use by IMS or IMA orany of their respective Subsidiaries of the Business Intellectual Property inany way or require IMS or IMA or any of their respective Subsidiaries to makeany payment or give anything of value as a condition to its use in any way ofsuch Business Intellectual Property ( collectively, ), except in eachcase for Permitted IP Liens or ( y ) Controlled but not owned by IMS or IMA or oneof their respective Subsidiaries pursuant to a license from, or a similaragreement with, a third party free and clear, to the Knowledge of IMS and IMA, of all IP Liens except for Permitted IP Liens . To the Knowledge of IMS or IMA, with respect to all Business Intellectual Property owned by IMS or IMA or one oftheir respective Subsidiaries that are United States patents or applicationssubject to a terminal disclaimer against another patent or application, eachsuch patent or application has been and remains commonly owned with the patentor application it is terminally disclaimed against since the terminal disclaimerwas filed with the United States Patent Office . Except to the extent indicatedin Section 3.12(a ) of the Disclosure Schedule, IMS or IMA or one of theirrespective Subsidiaries is ( A ) the sole owner of all Business ContributedIntellectual Property and all Business Purchased Intellectual Property and ( B)the sole owner or sole and exclusive licensee ( as the case may be ) of allInverness Licensed IP and [COMPANY] Licensed Trademarks . There are no actionspending or, to the Knowledge of IMS or IMA, threatened with regard to theownership or Control by IMS or IMA or one of their respective Subsidiaries ofany Business Intellectual Property . Except as specified in Section 3.12(a ) ofthe Disclosure Schedule, each of IMS and IMA has the legal power to convey orlicense ( as applicable ) to the Company all of its or their respectiveSubsidiaries ' right, title and interest that is being conveyed or licensed inand to the Business Intellectual Property . No Business Intellectual Propertywill terminate or cease to be valid Intellectual Property by reason of theexecution and delivery of this Agreement by IMS and IMA, the performance of IMSand IMA of their obligations hereunder, or the consummation by IMS and IMA ofthe transactions contemplated hereby