WITH THE SELLER
ENTITIES THAT ASSIGN TO THE SELLER ENTITIES ALL RIGHTS, TITLE AND INTEREST IN
AND TO ANY AND ALL (A) INVENTIONS, IMPROVEMENTS, DISCOVERIES, WRITINGS OR OTHER
WORKS OF AUTHORSHIP, AND INFORMATION RELATING TO THE BUSINESS AND (B)
INTELLECTUAL PROPERTY ASSETS RELATING THERETO.
(VII)
TO THE KNOWLEDGE OF THE SELLER ENTITIES, (A) THERE IS NO MATERIAL
INFRINGEMENT OR VIOLATION BY ANY PERSON OR ENTITY OF ANY OF THE ACON
INTELLECTUAL PROPERTY ASSETS OR THOSE ACON IN-LICENSED INTELLECTUAL PROPERTY
ASSETS OVER WHICH A SELLER ENTITY HAS PRIMARY ENFORCEMENT RIGHTS AND (B) THERE
IS NO ANY MISAPPROPRIATION BY ANY PERSON OR ENTITY OF ANY OF THE ACON
INTELLECTUAL PROPERTY ASSETS OR SUCH ACON IN-LICENSED INTELLECTUAL PROPERTY
ASSETS.
(VIII)
THE SELLER ENTITIES HAVE TAKEN REASONABLE AND CUSTOMARY SECURITY
MEASURES TO PROTECT THE SECRECY, CONFIDENTIALITY AND VALUE OF ALL TRADE SECRETS
OWNED, PURPORTED TO BE OWNED OR USED BY THE SELLER ENTITIES IN THE BUSINESS (THE
"ACON TRADE SECRETS"), INCLUDING, WITHOUT LIMITATION, REQUIRING EACH EMPLOYEE
AND CONSULTANT OF THE SELLER ENTITIES AND ANY OTHER PERSON WITH ACCESS TO ACON
TRADE SECRETS TO EXECUTE A BINDING CONFIDENTIALITY AGREEMENT, COPIES OF WHICH
(OR IN SUBSTANTIALLY A FORM WHICH) HAVE BEEN PROVIDED TO THE BUYER AND, TO THE
KNOWLEDGE OF THE SELLER ENTITIES, THERE HAS NOT BEEN ANY MATERIAL BREACH BY ANY
PARTY TO ANY SUCH CONFIDENTIALITY AGREEMENT.
(IX)
AS OF THE CLOSING, OTHER THAN THE ASSIGNED ACON INTELLECTUAL
PROPERTY ASSETS AND THE RETAINED ACON INTELLECTUAL PROPERTY ASSETS LICENSED TO
BUYER UNDER THE LICENSE AGREEMENT, NEITHER ANY SELLER ENTITY NOR ANY AFFILIATE
OF ANY SELLER ENTITY NOR THE MANAGEMENT TEAM NOR, TO THE KNOWLEDGE OF THE
MANAGEMENT TEAM, THEIR
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FAMILY MEMBERS OWNS OR HAS RIGHTS TO ANY INTELLECTUAL PROPERTY ASSET THAT IS OR
WOULD BE INFRINGED BY THE MANUFACTURE, USE, SALE, OFFER FOR SALE OR IMPORTATION
BY BUYER OF ANY AND ALL OF THE PRODUCTS OR OTHERWISE BY THE OPERATION OF THE
BUSINESS AS CURRENTLY CONDUCTED.
(D)
LICENSES RECEIVED. ALL INBOUND LICENSES ARE LISTED ON
SCHEDULE 3.9(D), OTHER THAN LICENSES AND AGREEMENTS FOR COMMERCIAL OFF-THE-SHELF
COMPUTER SOFTWARE HAVING A COST OF LESS THAN ONE THOUSAND DOLLARS ($1,000) PER
SEAT OR LICENSE, AND OTHER STANDARD FORM NON-EXCLUSIVE LICENSES WITH RESPECT TO
INTELLECTUAL PROPERTY ASSETS AVAILABLE GENERALLY WHICH LICENSES HAVE A COST OF
LESS THAN FIFTY THOUSAND DOLLARS ($50,000) PER YEAR. EXCEPT AS SET FORTH ON
SCHEDULE 3.9(D): (I) ALL INBOUND LICENSES ARE IN FULL FORCE AND EFFECT, (II) (A)
NONE OF THE SELLER ENTITIES AND, (B) TO THE KNOWLEDGE OF THE SELLER ENTITIES,
NONE OF THE OTHER PARTIES TO SUCH INBOUND LICENSES IS IN MATERIAL DEFAULT UNDER
ANY SUCH INBOUND LICENSE, AND (III) ALL SUCH INBOUND LICENSES ARE ASSIGNABLE
WITHOUT THE CONSENT OF THE APPLICABLE LICENSOR. TRUE AND COMPLETE COPIES OF ALL
SUCH INBOUND LICENSES, AND ANY AMENDMENTS THERETO, HAVE BEEN MADE AVAILABLE TO
THE BUYER. TO THE KNOWLEDGE OF THE SELLER ENTITIES, THE LICENSORS UNDER EACH
INBOUND LICENSE HAVE ALL REQUISITE POWER AND AUTHORITY TO GRANT THE RIGHTS
PURPORTED TO BE CONFERRED THEREBY.
(E)