EXHIBIT "B" CONTAINS A COMPLETE AND ACCURATE LISTING AS OF THE DATE
HEREOF OF ALL INTELLECTUAL PROPERTY, INCLUDING, BUT NOT LIMITED TO THE
FOLLOWING: (I) STATE, U.S. AND FOREIGN TRADEMARK REGISTRATIONS, AND APPLICATIONS
FOR TRADEMARK REGISTRATION, (II) U.S. AND FOREIGN PATENTS AND PATENTS
APPLICATIONS, TOGETHER WITH ALL REISSUANCES, CONTINUATIONS, CONTINUATIONS IN
PART, REVISIONS, EXTENSIONS, AND REEXAMINATIONS THEREOF, (III) U.S. AND FOREIGN
COPYRIGHT REGISTRATIONS AND APPLICATIONS FOR REGISTRATION, (IV) FOREIGN
INDUSTRIAL DESIGN REGISTRATIONS AND INDUSTRIAL DESIGN APPLICATIONS, (V) DOMAIN
NAMES, (VI) PROPRIETARY COMPUTER SOFTWARE, (VII) ALL FORMS OF INTELLECTUAL
PROPERTY DESCRIBED IN CLAUSES (I)-(III) ABOVE THAT ARE OWNED BY A THIRD PARTY
AND LICENSED TO THE GRANTOR OR OTHERWISE USED BY THE GRANTOR UNDER CONTRACT, AND
(VIII) THE NAMES OF ANY PERSON WHO HAS BEEN GRANTED RIGHTS IN RESPECT THEREOF
OUTSIDE OF THE ORDINARY COURSE OF BUSINESS.
ALL OF THE U.S. REGISTRATIONS,
APPLICATIONS FOR REGISTRATION OR APPLICATIONS FOR ISSUANCE OF THE INTELLECTUAL
PROPERTY ARE VALID AND SUBSISTING, IN GOOD STANDING AND ARE RECORDED OR IS IN
THE PROCESS OF BEING RECORDED IN THE NAME OF THE GRANTOR.
3.12.2
SUCH INTELLECTUAL PROPERTY'S VALID, SUBSISTING, UNEXPIRED (WHERE
REGISTERED) AND ENFORCEABLE AND HAS NOT BEEN ABANDONED OR ADJUDGED INVALID OR
UNENFORCEABLE, IN WHOLE OR IN PART EXCEPT AS COULD NOT BE REASONABLY EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
3.12.3
EXCEPT AS SET FORTH ON EXHIBIT I, NO PERSON OTHER THAN THE GRANTOR HAS
ANY RIGHT OR INTEREST OF ANY KIND OR NATURE IN OR TO THE INTELLECTUAL PROPERTY,
INCLUDING ANY RIGHT TO SELL, LICENSE, LEASE, TRANSFER, DISTRIBUTE, USE OR
OTHERWISE EXPLOIT THE INTELLECTUAL PROPERTY OR ANY PORTION THEREOF OUTSIDE OF
THE ORDINARY COURSE OF THE GRANTOR'S BUSINESS.
EXCEPT AS SET FORTH ON
EXHIBIT I, THE GRANTOR HAS GOOD, MARKETABLE AND EXCLUSIVE TITLE TO, AND THE
VALID AND ENFORCEABLE POWER AND RIGHT TO SELL, LICENSE, TRANSFER, DISTRIBUTE,
USE AND OTHERWISE EXPLOIT, ITS INTELLECTUAL PROPERTY.
3.12.4
THE GRANTOR HAS TAKEN OR CAUSED TO BE TAKEN STEPS SO THAT NONE OF ITS
INTELLECTUAL PROPERTY, THE VALUE OF WHICH TO THE GRANTOR IS CONTINGENT UPON
MAINTENANCE OF THE CONFIDENTIALITY THEREOF, HAVE BEEN DISCLOSED BY THE GRANTOR
TO ANY PERSON OTHER THAN EMPLOYEES, CONTRACTORS, CUSTOMERS, REPRESENTATIVES AND
AGENTS OF THE GRANTOR WHO ARE
8
PARTIES TO CUSTOMARY CONFIDENTIALITY AND NONDISCLOSURE AGREEMENTS WITH THE
GRANTOR OR ARE OTHERWISE BOUND TO MAINTAIN THE CONFIDENTIALITY OF SUCH
INTELLECTUAL PROPERTY.
3.12.5
TO THE GRANTOR'S KNOWLEDGE, NO PERSON HAS VIOLATED, INFRINGED UPON OR
BREACHED, OR IS CURRENTLY VIOLATING, INFRINGING UPON OR BREACHING, ANY OF THE
RIGHTS OF THE GRANTOR TO THE INTELLECTUAL PROPERTY OR HAS BREACHED OR IS
BREACHING ANY DUTY OR OBLIGATION OWED TO THE GRANTOR IN RESPECT OF THE
INTELLECTUAL PROPERTY EXCEPT WHERE THOSE BREACHES, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT BE REASONABLY EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
3.12.6
EXCEPT AS SET FORTH ON EXHIBIT I, NO SETTLEMENT OR CONSENTS, COVENANTS
NOT TO SUE, NONASSERTION ASSURANCES, OR RELEASES HAVE BEEN ENTERED INTO BY THE
GRANTOR OR TO WHICH THE GRANTOR IS BOUND THAT ADVERSELY AFFECTS