WHICH THE
COMPANY, A SUBSIDIARY OR A THIRD PARTY HAS CONTINUING OBLIGATIONS.
NEITHER THE
COMPANY NOR ANY SUBSIDIARY IS IN BREACH OF, OR HAS NOT COMPLIED IN ALL MATERIAL
RESPECTS WITH THE TERMS OF, ANY LICENSE OR OTHER AGREEMENT RELATING TO COMPANY
IP.
NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS RECEIVED ANY NOTICE OF ANY SUCH
BREACH OR FAILURE TO COMPLY.
NO PATENTS ARE SUBLICENSED TO THE COMPANY OR A
SUBSIDIARY BY A THIRD PARTY.
NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS ENTERED
INTO ANY AGREEMENT OR UNDERSTANDING PURSUANT TO WHICH IT IS OBLIGATED TO PAY A
ROYALTY TO A THIRD PARTY OTHER THAN AS DISCLOSED IN SCHEDULE 3.12(E).
27
(F)
(I)
SCHEDULE 3.12(F)(I) ACCURATELY
IDENTIFIES EACH CONTRACT PURSUANT TO WHICH ANY PERSON HAS BEEN GRANTED BY THE
COMPANY OR A SUBSIDIARY ANY LICENSE UNDER, OR OTHERWISE HAS RECEIVED OR ACQUIRED
ANY RIGHT (WHETHER OR NOT CURRENTLY EXERCISABLE) OR INTEREST IN, ANY COMPANY IP.
(II)
EXCEPT AS SET FORTH IN SCHEDULE
3.12(F)(II), EXCEPT TO THE EXTENT THAT THE COMPANY IP IS SUBJECT TO THE PATENT,
TECHNOLOGY AND KNOW-HOW RIGHTS, "FIELD OF USE" AND GEOGRAPHIC LIMITATIONS
CONTAINED IN THE COMPANY AGREEMENTS, NEITHER THE COMPANY NOR ANY SUBSIDIARY IS
BOUND BY, AND NO COMPANY IP IS SUBJECT TO, ANY CONTRACT CONTAINING ANY COVENANT
OR OTHER PROVISION THAT IN ANY WAY LIMITS OR RESTRICTS THE ABILITY OF THE
COMPANY OR A SUBSIDIARY TO USE, EXPLOIT, ASSERT OR ENFORCE ANY COMPANY IP
ANYWHERE IN THE WORLD.
(G)
THE COMPANY AND THE SUBSIDIARIES EXCLUSIVELY
OR NON-EXCLUSIVELY, AS THE CASE MAY BE, OWN ALL RIGHT, TITLE AND INTEREST TO AND
UNDER THE COMPANY IP (OTHER THAN INTELLECTUAL PROPERTY LICENSED TO THE COMPANY
OR A SUBSIDIARY, AS IDENTIFIED IN SCHEDULE 3.12(E)), FREE AND CLEAR OF ANY
ENCUMBRANCES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:
(I)
ALL DOCUMENTS AND INSTRUMENTS NECESSARY
TO PERFECT THE RIGHTS OF THE COMPANY OR A SUBSIDIARY IN THE COMPANY IP HAVE BEEN
VALIDLY EXECUTED, DELIVERED AND FILED IN A TIMELY MANNER WITH THE APPROPRIATE
GOVERNMENTAL BODY.
THE COMPANY, THE SUBSIDIARIES AND THEIR RESPECTIVE
LICENSORS, AS APPROPRIATE, ARE IDENTIFIED IN THE RECORDS OF THE U.S. PATENT AND
TRADEMARK OFFICE AND CORRESPONDING FOREIGN GOVERNMENTAL BODIES AS THE HOLDERS OF
RECORD OF PATENTS AND PATENT APPLICATIONS WITHIN COMPANY IP AND NO OTHER PERSON
HAS ANY RIGHT, TITLE OR INTEREST IN SUCH PATENTS AND PATENT APPLICATIONS EXCEPT
AS IDENTIFIED IN SCHEDULE 3.12(D).
(II)
EACH INDIVIDUAL WHO IS OR WAS AN EMPLOYEE
OR CONTRACTOR OF THE COMPANY OR A SUBSIDIARY AND WHO IS OR WAS INVOLVED IN THE
CREATION OR DEVELOPMENT OF ANY COMPANY IP HAS SIGNED A VALID, ENFORCEABLE
AGREEMENT CONTAINING AN ASSIGNMENT OF INTELLECTUAL PROPERTY TO THE COMPANY OR
SUCH SUBSIDIARY AND CONFIDENTIALITY PROVISIONS PROTECTING THE COMPANY IP.
EXCEPT AS SET FORTH IN SCHEDULE 3.12(G)(II), NO CURRENT OR FORMER STOCKHOLDER,
OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR A SUBSIDIARY HAS ANY CLAIM,
RIGHT (WHETHER OR NOT CURRENTLY EXERCISABLE) OR INTEREST TO OR IN ANY COMPANY
IP.
TO THE KNOWLEDGE OF THE COMPANY, NO EMPLOYEE