RIGHTS IN, ANY INTELLECTUAL PROPERTY IN ANY RESPECT THAT COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(E)
SUCH GRANTOR HAS MADE OR PERFORMED ALL FILINGS, RECORDINGS AND
OTHER ACTS AND HAS PAID ALL REQUIRED FEES AND TAXES TO MAINTAIN AND PROTECT ITS
INTEREST IN EACH AND EVERY MATERIAL ITEM OF INTELLECTUAL PROPERTY IN FULL FORCE
AND EFFECT THROUGHOUT THE WORLD IN ALL JURISDICTIONS REASONABLY NECESSARY FOR
SUCH GRANTOR'S USE THEREOF, AND TO PROTECT AND MAINTAIN ITS INTEREST THEREIN
INCLUDING, WITHOUT LIMITATION, RECORDATIONS OF ANY OF ITS INTERESTS IN THE
PATENTS AND TRADEMARKS WITH THE U.S. PATENT AND
TRADEMARK OFFICE AND IN CORRESPONDING NATIONAL AND INTERNATIONAL PATENT OFFICES,
AND RECORDATION OF ANY OF ITS INTERESTS IN THE COPYRIGHTS WITH THE U.S.
COPYRIGHT OFFICE AND IN CORRESPONDING NATIONAL AND INTERNATIONAL COPYRIGHT
OFFICES.
SUCH GRANTOR HAS USED PROPER STATUTORY NOTICE IN CONNECTION WITH ITS
USE OF EACH MATERIAL PATENT, TRADEMARK AND COPYRIGHT OF THE INTELLECTUAL
PROPERTY.
(F)
NO ACTION OR PROCEEDING IS PENDING, OR, TO THE KNOWLEDGE OF SUCH
GRANTOR, THREATENED, ON THE DATE HEREOF (I) SEEKING TO LIMIT, CANCEL OR QUESTION
THE VALIDITY OF ANY INTELLECTUAL PROPERTY OR SUCH GRANTOR'S OWNERSHIP INTEREST
THEREIN, OR (II) WHICH, IF ADVERSELY DETERMINED, WOULD HAVE A MATERIAL ADVERSE
EFFECT ON THE VALUE OF ANY INTELLECTUAL PROPERTY EXCEPT, IN EACH CASE, FOR SUCH
MATTERS THAT COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(G)
WITH RESPECT TO EACH MATERIAL LICENSE:
(I) SUCH LICENSE IS VALID
AND BINDING AND IN FULL FORCE AND EFFECT AND REPRESENTS THE ENTIRE AGREEMENT
BETWEEN THE RESPECTIVE LICENSOR AND LICENSEE WITH RESPECT TO THE SUBJECT MATTER
OF SUCH LICENSE; (II) SUCH LICENSE WILL NOT CEASE TO BE VALID AND BINDING AND IN
FULL FORCE AND EFFECT ON TERMS IDENTICAL TO THOSE CURRENTLY IN EFFECT AS A
RESULT OF THE RIGHTS AND INTEREST GRANTED HEREIN, NOR WILL THE GRANT OF SUCH
RIGHTS AND INTEREST CONSTITUTE A BREACH OR DEFAULT UNDER SUCH LICENSE OR
OTHERWISE GIVE THE LICENSOR OR LICENSEE A RIGHT TO TERMINATE SUCH LICENSE; (III)
SUCH GRANTOR HAS NOT RECEIVED ANY NOTICE OF TERMINATION OR CANCELLATION UNDER
SUCH LICENSE; (IV) SUCH GRANTOR HAS NOT RECEIVED ANY NOTICE OF A BREACH OR
DEFAULT UNDER SUCH LICENSE, WHICH BREACH OR DEFAULT HAS NOT BEEN CURED; (V) SUCH
GRANTOR HAS NOT GRANTED TO ANY OTHER THIRD PARTY ANY RIGHTS, ADVERSE OR
OTHERWISE, UNDER SUCH LICENSE; AND (VI) NEITHER SUCH GRANTOR NOR ANY OTHER PARTY
TO SUCH LICENSE IS IN BREACH OR DEFAULT IN ANY MATERIAL RESPECT, AND NO EVENT
HAS OCCURRED THAT, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE SUCH A
BREACH OR DEFAULT OR PERMIT TERMINATION, MODIFICATION OR ACCELERATION UNDER SUCH
LICENSE.
(H)
TO THE BEST OF SUCH GRANTOR'S KNOWLEDGE, EXCEPT FOR SUCH MATTERS
AS COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (I) NONE
OF THE TRADE SECRETS OF SUCH GRANTOR HAS BEEN USED, DIVULGED, DISCLOSED OR
APPROPRIATED TO THE DETRIMENT OF SUCH GRANTOR FOR THE BENEFIT OF ANY OTHER
PERSON