AGREEMENT TO INDEMNIFY ANY OTHER PERSON AGAINST ANY CHARGE OF
INFRINGEMENT OF ANY COMPANY INTELLECTUAL PROPERTY, EXCEPT AS SET FORTH IN
SCHEDULE 2.15(D).
16
(E)
TO COMPANY'S KNOWLEDGE, THE COMPANY IS NOT,
NOR WILL IT BE AS A RESULT OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR
THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, IN BREACH OF ANY
LICENSE, SUBLICENSE OR OTHER AGREEMENT RELATING TO THE COMPANY INTELLECTUAL
PROPERTY OR THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
(F)
TO COMPANY'S KNOWLEDGE, ALL PATENTS,
REGISTERED TRADEMARKS, DOMAIN NAMES, SERVICE MARKS AND COPYRIGHTS HELD BY THE
COMPANY ARE VALID AND SUBSISTING, AND THE MANUFACTURING, MARKETING, LICENSING OR
SALE OF ITS PRODUCTS, TO THE KNOWLEDGE OF THE COMPANY, DOES NOT INFRINGE ANY
PATENT, TRADEMARK, SERVICE MARK, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY
RIGHT OF ANY THIRD PARTY. EXCEPT AS SET FORTH ON SCHEDULE 2.15(F), DURING THE
LAST THREE (3) YEARS, THE COMPANY (I) HAS NOT BEEN SUED IN ANY SUIT, ACTION OR
PROCEEDING WHICH INVOLVES A CLAIM OF INFRINGEMENT OF ANY PATENTS, TRADEMARKS,
SERVICE MARKS, COPYRIGHTS OR VIOLATION OF ANY TRADE SECRET OR OTHER PROPRIETARY
RIGHT OF ANY THIRD PARTY; AND (II) HAS NOT BROUGHT ANY ACTION, SUIT OR
PROCEEDING FOR INFRINGEMENT OF INTELLECTUAL PROPERTY OR BREACH OF ANY LICENSE OR
AGREEMENT INVOLVING INTELLECTUAL PROPERTY AGAINST ANY THIRD PARTY.
(G)
THE COMPANY HAS SECURED VALID WRITTEN
ASSIGNMENTS AND WAIVER OF ANY MORAL RIGHTS FROM CONSULTANTS AND EMPLOYEES WHO
CONTRIBUTED TO THE CREATION OR DEVELOPMENT OF COMPANY INTELLECTUAL PROPERTY OF
THE RIGHTS TO SUCH CONTRIBUTIONS THAT THE COMPANY DOES NOT ALREADY OWN BY
OPERATION OF LAW.
(H)
THE COMPANY HAS TAKEN REASONABLY NECESSARY
AND APPROPRIATE STEPS TO PROTECT AND PRESERVE THE CONFIDENTIALITY OF ALL COMPANY
INTELLECTUAL PROPERTY NOT OTHERWISE PROTECTED BY PATENTS, PATENT APPLICATIONS OR
COPYRIGHT ("CONFIDENTIAL INFORMATION"). ALL USE, DISCLOSURE OR APPROPRIATION OF
CONFIDENTIAL INFORMATION BY THE COMPANY BY OR TO A THIRD PARTY HAS BEEN PURSUANT
TO THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND SUCH THIRD PARTY,
EXCEPT WHERE THE FAILURE TO DO SO WOULD NOT CONSTITUTE A MATERIAL ADVERSE
EFFECT.
2.16
Contracts.
(A)
SCHEDULE 2.16(A) CONTAINS A TRUE AND
COMPLETE LIST OF EACH OF THE MATERIAL CONTRACTS (TRUE AND COMPLETE COPIES OR, IF
NONE, REASONABLY COMPLETE AND ACCURATE WRITTEN DESCRIPTIONS OF WHICH, TOGETHER
WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO AND ALL CONTINUING WAIVERS OF ANY
MATERIAL TERMS THEREOF, HAVE BEEN MADE AVAILABLE TO PARENT PRIOR TO THE
EXECUTION OF THIS AGREEMENT) OF THE COMPANY. SCHEDULE 2.16(A) CONTAINS A TRUE
AND COMPLETE LIST OF EACH CONTRACT (DENOTED WITH AN ASTERISK) OF THE COMPANY NOT
TERMINABLE BY THE COMPANY UPON 30 DAYS (OR LESS) NOTICE BY THE COMPANY WITHOUT
PENALTY OR OBLIGATION TO MAKE PAYMENTS BASED ON SUCH TERMINATION.
(B)
EACH CONTRACT DISCLOSED IN SCHEDULE 2.16(A),
UNLESS OTHERWISE STATED THEREIN, IS IN FULL FORCE AND EFFECT AND CONSTITUTES, TO
COMPANY'S KNOWLEDGE, A LEGAL, VALID AND BINDING AGREEMENT, ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS, AND, TO THE KNOWLEDGE OF THE COMPANY, NO PARTY TO
SUCH CONTRACT IS, NOR HAS RECEIVED