BEFORE ANY COURT, TRIBUNAL (INCLUDING
THE U.S. PATENT AND TRADEMARK OFFICE OR EQUIVALENT AUTHORITY ANYWHERE IN THE
WORLD) RELATED TO ANY SUCH REGISTERED IP RIGHTS, OTHER THAN NORMAL PATENT
PROSECUTION PROCEEDINGS.
(F)
THE COMPANY HAS NOT RECEIVED NOTICE WITH
RESPECT TO THE VALIDITY OR ENFORCEABILITY OF ANY COMPANY IP RIGHT, AND, TO
SELLER'S KNOWLEDGE, NO SUCH CLAIM IS PENDING OR HAS BEEN MADE OR ASSERTED TO
SUCH EFFECT THAT HAS NOT BEEN RESOLVED.
TO SELLER'S KNOWLEDGE, THE COMPANY HAS
NOT TAKEN ANY ACTION OR FAILED TO TAKE ANY ACTION THAT WOULD REASONABLY BE
EXPECTED TO RESULT IN THE ABANDONMENT, CANCELLATION, FORFEITURE, RELINQUISHMENT,
INVALIDATION, WAIVER OR UNENFORCEABILITY OF ANY COMPANY IP RIGHT.
TO SELLER'S
KNOWLEDGE, NO PERSON HAS MATERIALLY INFRINGED OR IS MATERIALLY INFRINGING ANY
COMPANY IP RIGHT OR HAS OTHERWISE MATERIALLY MISAPPROPRIATED OR IS OTHERWISE
MATERIALLY MISAPPROPRIATING ANY COMPANY IP RIGHT.
(G)
THE COMPANY HAS TAKEN REASONABLE STEPS TO
PROTECT AND PRESERVE THE CONFIDENTIALITY OF ALL COMPANY IP RIGHTS NOT OTHERWISE
DISCLOSED IN PUBLISHED PATENTS, PATENT APPLICATIONS, REGISTERED COPYRIGHTS OR
PUBLIC PUBLICATIONS ("COMPANY CONFIDENTIAL INFORMATION").
USE BY AND DISCLOSURE
TO EMPLOYEES OR OTHERS OF COMPANY CONFIDENTIAL INFORMATION HAS BEEN PURSUANT TO
THE TERMS OF VALID AND BINDING WRITTEN CONFIDENTIALITY AND NONUSE/RESTRICTED-USE
AGREEMENTS OR AGREEMENTS THAT CONTAIN SIMILAR OBLIGATIONS.
(H)
EXCEPT AS SET FORTH ON SCHEDULE 2.7(H), TO
SELLER'S KNOWLEDGE, EACH CURRENT AND FORMER EMPLOYEE AND INDEPENDENT CONTRACTOR
OF THE COMPANY WHO IS OR WAS INVOLVED IN, OR WHO HAS CONTRIBUTED TO, THE
CREATION OR DEVELOPMENT OF ANY OWNED IP RIGHT HAS EXECUTED AND
5
DELIVERED (AND, TO SELLER'S KNOWLEDGE, IS IN COMPLIANCE WITH) AN AGREEMENT WHICH
PROVIDES A VALID WRITTEN ASSIGNMENT TO SELLER OF ALL TITLE AND RIGHTS TO ALL
SUCH OWNED IP RIGHTS.
2.8
EMPLOYEES AND INDEPENDENT CONTRACTORS.
(A)
SCHEDULE 2.8(A) CONTAINS A TRUE AND
COMPLETE LIST, AS OF FEBRUARY 29, 2008, OF ALL EMPLOYEES OF THE COMPANY,
(COLLECTIVELY, THE "COMPANY EMPLOYEES"), INCLUDING EACH SUCH EMPLOYEE'S
(I) NAME, (II) TITLE, AND (III) PRINCIPAL LOCATION OF EMPLOYMENT.
THE SELLER
REPRESENTS THAT NO COMPANY EMPLOYEE HAS GIVEN THE SELLER WRITTEN NOTICE THAT HE
OR SHE INTENDS TO TERMINATE HIS OR HER EMPLOYMENT BECAUSE OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR OTHERWISE ON OR PRIOR TO THE CLOSING DATE.
(B)
(I) THE COMPANY DOES NOT HAVE A PRESENT
INTENTION TO TERMINATE THE EMPLOYMENT OF ANY COMPANY EMPLOYEE; (II) ALL COMPANY
EMPLOYEES HAVE EXECUTED THE COMPANY'S FORM PROPRIETARY INFORMATION AND
INVENTIONS AGREEMENT, A COPY OF WHICH HAS BEEN PROVIDED TO BUYER; (III) TO THE
KNOWLEDGE OF SELLER, NO COMPANY EMPLOYEE IS A PARTY TO OR IS BOUND BY ANY
EMPLOYMENT CONTRACT, PATENT DISCLOSURE AGREEMENT, NON-COMPETITION AGREEMENT OR
OTHER RESTRICTIVE COVENANT OR OTHER CONTRACT WITH ANY THIRD PARTY THAT WOULD BE
LIKELY TO AFFECT IN ANY MATERIAL WAY THE PERFORMANCE BY SUCH COMPANY EMPLOYEE OF
ANY OF HIS OR HER DUTIES OR RESPONSIBILITIES AS AN EMPLOYEE OF THE COMPANY; AND
(IV) TO THE KNOWLEDGE OF SELLER, NO COMPANY EMPLOYEE IS IN VIOLATION OF ANY TERM
OF ANY EMPLOYMENT CONTRACT, PATENT DISCLOSURE AGREEMENT, NONCOMPETITION
AGREEMENT,