SELLER AS LICENSEE, DATED AS OF THE DATE OF THIS AGREEMENT, SELLER
HOLDS NO RIGHT, TITLE OR CLAIM TO KNOW HOW SUBJECT TO UNITED STATES PATENT
APPLICATION 10/080,749 (PUB. NO. 20030161938), PCT/US 2003/004284
(WO/2003/072154), EUROPEAN PATENT APPLICATION 03716020.7, JAPANESE PATENT
APPLICATION 2003-570897, TRADE SECRET MP 194 WITH THE TITLE "HEPARIN COATING
FORMULATION" OR ANY OTHER INTELLECTUAL PROPERTY ASSETS SUBJECT TO THE
INTELLECTUAL PROPERTY ASSIGNMENT AND ASSET TRANSFER AGREEMENT BETWEEN SELLER AND
GISH, DATED FEBRUARY 21, 2007. THE PARTIES AGREE TO TREAT SUCH AGREEMENT AS
THOUGH IT NEVER EXISTED, AND NO RIGHT, TITLE, CLAIM, DEMAND OR ANY OTHER RIGHT
OR ACTION MAY BE BASED ON SAID AGREEMENT.
NEITHER SELLER NOR ANY OF ITS
AFFILIATES HAS TRANSFERRED OR PURPORTED OR OFFERED TO TRANSFER ANY OF THESE
INTELLECTUAL PROPERTY ASSETS TO ANY PERSON.
NONE OF SELLER, ITS AFFILIATES OR
GISH REASONABLY EXPECTS ANY PERSON TO BASE RIGHT, TITLE, CLAIM, DEMAND OR ANY
OTHER RIGHT OR ACTION ON SUCH AGREEMENT.
(III)
EXCEPT AS SET FORTH IN PART 3.22(C) OF THE DISCLOSURE SCHEDULE,
ALL EMPLOYEES OF GISH HAVE EXECUTED WRITTEN CONTRACTS WITH GISH THAT EFFECTIVELY
ASSIGN TO GISH ALL RIGHTS TO ANY INVENTIONS, IMPROVEMENTS, DISCOVERIES, OR
INFORMATION RELATING TO THE BUSINESS.
NO EMPLOYEE OF GISH HAS ENTERED INTO ANY
CONTRACT THAT RESTRICTS OR LIMITS IN ANY WAY THE SCOPE OR TYPE OF WORK IN WHICH
THE EMPLOYEE MAY BE ENGAGED OR REQUIRES THE EMPLOYEE TO TRANSFER, ASSIGN, OR
DISCLOSE INFORMATION CONCERNING HIS WORK TO ANYONE OTHER THAN THE GISH.
(D)
PATENTS.
(I)
PART 3.22(D) OF THE DISCLOSURE SCHEDULE CONTAINS A COMPLETE AND
ACCURATE LIST AND SUMMARY DESCRIPTION OF ALL PATENTS. GISH IS THE OWNER OF ALL
RIGHT, TITLE, AND INTEREST IN AND TO EACH OF THE PATENTS, FREE AND CLEAR OF ALL
LIENS, SECURITY INTERESTS, CHARGES, ENCUMBRANCES, ENTITIES, AND OTHER ADVERSE
CLAIMS.
(II)
ALL OF THE PATENTS ARE CURRENTLY IN COMPLIANCE WITH FORMAL LEGAL
REQUIREMENTS (INCLUDING PAYMENT OF FILING, EXAMINATION, AND MAINTENANCE FEES AND
PROOFS OF WORKING OR USE), ARE VALID AND ENFORCEABLE, AND, EXCEPT AS SET FORTH
IN PART 3.22(D) OF THE DISCLOSURE SCHEDULE, ARE NOT SUBJECT TO ANY MAINTENANCE
FEES OR TAXES OR ACTIONS FALLING DUE WITHIN 90 (NINETY) DAYS AFTER THE DATE OF
THIS AGREEMENT.
40
(III)
NO PATENT HAS BEEN OR IS NOW INVOLVED IN ANY INTERFERENCE,
REISSUE, REEXAMINATION, OR OPPOSITION PROCEEDING. TO SELLER'S AND GISH'S
KNOWLEDGE, THERE IS NO POTENTIALLY INTERFERING PATENT OR PATENT APPLICATION OF
ANY THIRD PARTY.
(IV)
EXCEPT FOR THE INFRINGEMENT OF THE GISH OXYGENATOR PATENT, USA
PATENT NO. 5,762,869, BY THE HILITE FAMILY OF PRODUCTS PRODUCED AND SOLD BY AN
AFFILIATE OF BUYER, NO PATENT IS INFRINGED OR HAS BEEN CHALLENGED OR, TO
SELLER'S AND GISH'S KNOWLEDGE, THREATENED IN ANY WAY. NONE OF THE PRODUCTS
MANUFACTURED AND SOLD, NOR ANY PROCESS OR KNOW-HOW USED, BY, OR ON BEHALF OF,
GISH INFRINGES OR IS ALLEGED TO INFRINGE ANY PATENT OF ANY OTHER PERSON.
(V)
ALL PRODUCTS MADE, USED, OR SOLD UNDER THE PATENTS HAVE BEEN
MARKED WITH PROPER PATENT NOTICES.
(E)
TRADEMARKS.
(I)
PART 3.22(E) OF