PROVIDED BY THE UNITED STATES, FOREIGN COUNTRIES AND
INTERNATIONAL TREATIES OR CONVENTIONS (COLLECTIVELY, "MARKS"); (III) COPYRIGHTS
(REGISTERED OR OTHERWISE) IN BOTH PUBLISHED AND NON PUBLISHED WORKS AND
REGISTRATIONS AND APPLICATIONS FOR REGISTRATION THEREOF, WORKS OF AUTHORSHIP,
AND ALL RIGHTS THEREIN
26
PROVIDED BY THE UNITED STATES, FOREIGN COUNTRIES AND INTERNATIONAL TREATISE OR
CONVENTIONS (COLLECTIVELY, "COPYRIGHTS"); (IV) COMPUTER SOFTWARE, INCLUDING,
WITHOUT LIMITATION, SOFTWARE CODE (IN ANY FORM INCLUDING COURSE CODE AND
EXECUTABLE OR OBJECT CODE), SUBROUTINES, DATABASES (INCLUDING BIOLOGICAL
SEQUENCE DATABASES), DATA COLLECTIONS, USER INTERFACES, URLS, INTERNET DOMAIN
NAMES, WEB SITES, OPERATING SYSTEMS AND SPECIFICATIONS, DOCUMENTATION AND OTHER
MATERIALS RELATED THERETO; (V) TRADE SECRETS AND CONFIDENTIAL, TECHNICAL AND
BUSINESS INFORMATION (INCLUDING INVENTIONS WHETHER PATENTABLE OR UNPATENTABLE
AND WHETHER OR NOT REDUCED TO PRACTICE) (COLLECTIVELY, "TRADE SECRETS");
(VI) WHETHER OR NOT CONFIDENTIAL, TECHNOLOGY (INCLUDING KNOW-HOW, MANUFACTURING
AND PRODUCTION PROCESSES AND TECHNIQUES, RESEARCH AND DEVELOPMENT INFORMATION,
DRAWINGS, SPECIFICATIONS, DESIGNS, PLANS, PROPOSALS, TECHNICAL DATA,
COPYRIGHTABLE WORKS, FINANCIAL MARKETING AND BUSINESS DATA, PRICING AND COST
INFORMATION; (VII) COPIES AND TANGIBLE EMBODIMENTS OF ALL THE FOREGOING, IN
WHATEVER FORM OR MEDIUM; (VIII) ALL RIGHTS TO OBTAIN AND RIGHTS TO APPLY FOR
PATENTS, AND TO REGISTER TRADEMARKS AND COPYRIGHTS; AND (IX) ALL RIGHTS TO
DEFEND AND ENFORCE ANY OF THE FOREGOING.
(B)
THE TERM "COMPANY IP" MEANS ALL INTELLECTUAL
PROPERTY OWNED BY OR LICENSED BY THE COMPANY AND/OR ONE OR MORE OF THE
SUBSIDIARIES (WHETHER EXCLUSIVELY, NON-EXCLUSIVELY, JOINTLY WITH ANOTHER PARTY
OR OTHERWISE).
(C)
SCHEDULE 3.12(C) ACCURATELY IDENTIFIES EACH
PROPRIETARY PRODUCT OR SERVICE THAT HAS BEEN DEVELOPED BY THE COMPANY OR A
SUBSIDIARY WITHIN THE LAST 36 MONTHS AND ANY PRODUCT OR SERVICE THAT IS
CURRENTLY UNDER DEVELOPMENT BY THE COMPANY OR A SUBSIDIARY OR THAT IS CURRENTLY
MANUFACTURED AND SOLD BY THE COMPANY OR A SUBSIDIARY.
ALL PRODUCTS MADE, USED
OR SOLD UNDER THE PATENTS HAVE BEEN OR WILL BE, TO THE EXTENT FEASIBLE, MARKED
WITH THE PROPER PATENT NOTICE.
(D)
SCHEDULE 3.12(D) ACCURATELY IDENTIFIES
(I) ALL PATENTS AND MARKS IN WHICH THE COMPANY OR A SUBSIDIARY HAS OR PURPORTS
TO HAVE AN OWNERSHIP INTEREST OF ANY NATURE (WHETHER EXCLUSIVELY,
NON-EXCLUSIVELY, JOINTLY WITH ANOTHER PERSON, OR OTHERWISE), (II) WHERE
APPLICABLE, THE JURISDICTION IN WHICH SUCH PATENT OR MARK HAS BEEN REGISTERED OR
FILED AND THE APPLICABLE REGISTRATION OR SERIAL NUMBER AND (III) TO THE
KNOWLEDGE OF THE COMPANY, ANY OTHER PERSON THAT HAS AN OWNERSHIP INTEREST IN
SUCH PATENT OR MARK AND THE NATURE OF SUCH OWNERSHIP INTEREST.
(E)
SCHEDULE 3.12(E) ACCURATELY IDENTIFIES
(I) ALL INTELLECTUAL PROPERTY LICENSED TO THE COMPANY OR A SUBSIDIARY, (II) THE
CORRESPONDING CONTRACT OR CONTRACTS PURSUANT TO WHICH SUCH INTELLECTUAL PROPERTY
IS LICENSED TO THE COMPANY OR A SUBSIDIARY, (III) WHETHER THE LICENSE OR
LICENSES GRANTED TO THE COMPANY AND THE SUBSIDIARIES ARE EXCLUSIVE OR
NON-EXCLUSIVE AND (IV) ANY ROYALTIES PAID OR RECEIVED BY THE COMPANY AND THE
SUBSIDIARIES.
SCHEDULE 3.12(E) ACCURATELY IDENTIFIES ALL RESEARCH AND
DEVELOPMENT LICENSES AND MATERIAL TRANSFER AGREEMENTS TO WHICH THE COMPANY OR A
SUBSIDIARY IS A PARTY AND THAT IS CURRENTLY IN EFFECT OR UNDER