WHICH FILING WAS MADE OR FROM WHICH REGISTRATION ISSUED, DATE OF FILING OR
ISSUANCE, NAMES OF ALL CURRENT APPLICANT(S) AND REGISTERED OWNERS(S), AS
APPLICABLE.
ALL ASSIGNMENTS OF SELLER REGISTRATIONS TO THE SELLER HAVE BEEN
PROPERLY EXECUTED AND RECORDED.
TO THE KNOWLEDGE OF THE SELLER, ALL SELLER
REGISTRATIONS ARE VALID AND ENFORCEABLE AND ALL ISSUANCE, RENEWAL, MAINTENANCE
AND OTHER PAYMENTS THAT ARE OR HAVE BECOME DUE WITH RESPECT THERETO HAVE BEEN
TIMELY PAID BY OR ON BEHALF OF THE SELLER.
(B)
PROSECUTION MATTERS.
THERE ARE NO
INVENTORSHIP CHALLENGES, OPPOSITION OR NULLITY PROCEEDINGS OR INTERFERENCES
DECLARED, COMMENCED OR PROVOKED, OR TO THE KNOWLEDGE OF THE SELLER THREATENED,
WITH RESPECT TO ANY PATENT RIGHTS INCLUDED IN THE SELLER REGISTRATIONS.
THE
SELLER HAS COMPLIED WITH ITS DUTY OF CANDOR AND DISCLOSURE TO THE UNITED STATES
PATENT AND TRADEMARK OFFICE AND ANY RELEVANT FOREIGN PATENT OFFICE WITH RESPECT
TO ALL PATENT AND TRADEMARK APPLICATIONS FILED BY OR ON BEHALF OF THE SELLER AND
HAS MADE NO MATERIAL MISREPRESENTATION IN SUCH APPLICATIONS.
THE SELLER HAS NO
KNOWLEDGE OF ANY INFORMATION THAT WOULD PRECLUDE THE SELLER FROM HAVING CLEAR
TITLE TO THE SELLER REGISTRATIONS OR AFFECTING THE PATENTABILITY OR
ENFORCEABILITY OF ANY SELLER REGISTRATIONS.
(C)
OWNERSHIP; SUFFICIENCY.
EACH ITEM OF
SELLER INTELLECTUAL PROPERTY WILL BE OWNED OR AVAILABLE FOR USE BY THE BUYER
IMMEDIATELY FOLLOWING THE CLOSING ON SUBSTANTIALLY IDENTICAL TERMS AND
CONDITIONS AS IT WAS IMMEDIATELY PRIOR TO THE CLOSING.
THE SELLER IS THE SOLE
AND EXCLUSIVE OWNER OF ALL SELLER OWNED INTELLECTUAL PROPERTY, FREE AND CLEAR OF
ANY SECURITY INTERESTS AND ALL JOINT OWNERS OF THE SELLER OWNED INTELLECTUAL
PROPERTY ARE LISTED IN SECTION 2.9(C) OF THE DISCLOSURE SCHEDULE.
THE SELLER
INTELLECTUAL PROPERTY CONSTITUTES ALL INTELLECTUAL PROPERTY NECESSARY (I) TO
EXPLOIT THE ACQUIRED ASSETS IN THE MANNER SO DONE CURRENTLY, (II) TO EXPLOIT THE
INTERNAL SYSTEMS AS THEY ARE CURRENTLY USED, AND (III) OTHERWISE TO CONDUCT THE
ACQUIRED BUSINESS IN ALL MATERIAL RESPECTS IN THE MANNER CURRENTLY CONDUCTED.
(D)
PROTECTION MEASURES.
THE SELLER HAS TAKEN
REASONABLE MEASURES TO PROTECT THE PROPRIETARY NATURE OF EACH ITEM OF SELLER
OWNED INTELLECTUAL PROPERTY, AND TO MAINTAIN IN CONFIDENCE ALL TRADE SECRETS AND
CONFIDENTIAL INFORMATION COMPRISING A PART THEREOF.
THE SELLER HAS COMPLIED
WITH ALL APPLICABLE CONTRACTUAL AND LEGAL REQUIREMENTS PERTAINING TO INFORMATION
PRIVACY AND SECURITY AS THEY RELATE TO SELLER INTELLECTUAL PROPERTY.
NO
COMPLAINT RELATING TO AN IMPROPER USE OR DISCLOSURE OF, OR A BREACH IN THE
SECURITY OF, ANY SELLER INTELLECTUAL PROPERTY HAS BEEN MADE OR, TO THE KNOWLEDGE
OF THE SELLER, THREATENED AGAINST THE SELLER.
TO THE KNOWLEDGE OF THE SELLER,
THERE HAS BEEN NO (I) UNAUTHORIZED DISCLOSURE OF ANY THIRD PARTY PROPRIETARY OR
CONFIDENTIAL INFORMATION RELATING TO
6
THE ACQUIRED BUSINESS OR THE ACQUIRED ASSETS IN THE POSSESSION, CUSTODY OR
CONTROL OF THE SELLER OR (II) BREACH OF THE SELLER'S SECURITY PROCEDURES WHEREIN
CONFIDENTIAL INFORMATION HAS BEEN DISCLOSED TO A THIRD PERSON.
(E)
INFRINGEMENT BY SELLER.
TO THE KNOWLEDGE
OF THE SELLER, NEITHER THE PATENT RIGHTS INCLUDED IN THE ACQUIRED ASSETS NOR THE
EXPLOITATION