OR ENFORCEABILITY OF ANY
SELLER REGISTERED INTELLECTUAL PROPERTY RIGHT.
32
(E)
EACH ITEM OF SELLER INTELLECTUAL PROPERTY
IS FREE AND CLEAR OF ALL LIENS.
SELLER IS THE EXCLUSIVE OWNER, AND HAS GOOD
TITLE AGAINST ALL OTHERS, OF ALL RIGHT, TITLE, AND INTEREST IN, TO, AND UNDER
ALL SELLER OWNED INTELLECTUAL PROPERTY.
(F)
ALL SELLER INTELLECTUAL PROPERTY WILL BE
FULLY TRANSFERABLE, ALIENABLE, AND LICENSABLE BY BUYER, WITHOUT RESTRICTION AND
WITHOUT PAYMENT OF ANY KIND TO ANY THIRD PARTY.
(G)
TO THE EXTENT THAT ANY INTELLECTUAL PROPERTY
HAS BEEN DEVELOPED OR CREATED BY A THIRD PARTY FOR SELLER, INCLUDING ANY
CONTRACTOR OR EMPLOYEE OF SELLER AND ANY PREDECESSOR OF SELLER, SELLER HAS A
WRITTEN AGREEMENT WITH SUCH THIRD PARTY WITH RESPECT THERETO, AND SELLER THEREBY
EITHER (I) HAS OBTAINED OWNERSHIP OF, AND IS THE EXCLUSIVE OWNER OF, OR (II) HAS
OBTAINED A LICENSE (SUFFICIENT FOR THE CONDUCT OF ITS BUSINESS AS CURRENTLY
CONDUCTED AND AS CURRENTLY PROPOSED TO BE CONDUCTED) TO, ALL SUCH THIRD PARTY'S
INTELLECTUAL PROPERTY BY OPERATION OF LAW OR BY VALID ASSIGNMENT OR LICENSE.
(H)
EXCEPT FOR "SHRINK-WRAP" OR SIMILAR
COMMERCIAL SOFTWARE RIGHTS, ALL INTELLECTUAL PROPERTY USED IN OR NECESSARY TO
THE CONDUCT OF THE BUSINESS OF SELLER AS PRESENTLY CONDUCTED OR CURRENTLY
CONTEMPLATED TO BE CONDUCTED BY SELLER WAS WRITTEN AND CREATED SOLELY BY EITHER
(I) EMPLOYEES OF SELLER ACTING WITHIN THE SCOPE OF THEIR EMPLOYMENT OR (II) BY
THIRD PARTIES WHO HAVE VALIDLY AND IRREVOCABLY ASSIGNED ALL OF THEIR RIGHTS,
INCLUDING INTELLECTUAL PROPERTY RIGHTS THEREIN, TO SELLER, AND NO THIRD PARTY
OWNS OR HAS ANY RIGHTS TO ANY OF THE SELLER INTELLECTUAL PROPERTY.
(I)
ALL EMPLOYEES HAVE ENTERED INTO A VALID
AND BINDING WRITTEN AGREEMENT WITH SELLER SUFFICIENT TO VEST TITLE IN SELLER OF
ALL INTELLECTUAL PROPERTY RIGHTS CREATED BY SUCH EMPLOYEE IN THE SCOPE OF HIS OR
HER EMPLOYMENT WITH SELLER.
(J)
SELLER HAS TAKEN ALL STEPS THAT ARE
REASONABLY REQUIRED TO PROTECT ITS RIGHTS IN CONFIDENTIAL INFORMATION AND TRADE
SECRETS OF SELLER OR PROVIDED BY ANY OTHER PERSON TO SELLER.
WITHOUT LIMITING
THE FOREGOING, SELLER HAS, AND ENFORCES, A POLICY REQUIRING EACH EMPLOYEE TO
EXECUTE A PROPRIETARY INFORMATION, CONFIDENTIALITY AND ASSIGNMENT AGREEMENT, IN
THE FORM ATTACHED AS SCHEDULE 4.11(J) TO THE SELLER DISCLOSURE SCHEDULE, AND ALL
CURRENT AND FORMER EMPLOYEES HAVE EXECUTED SUCH AN AGREEMENT IN SUCH FORM.
(K)
NO PERSON WHO HAS LICENSED INTELLECTUAL
PROPERTY TO SELLER HAS OWNERSHIP RIGHTS OR LICENSE RIGHTS TO IMPROVEMENTS MADE
BY SELLER IN SUCH INTELLECTUAL PROPERTY.
(L)
SELLER HAS NOT TRANSFERRED OWNERSHIP OF,
OR GRANTED ANY EXCLUSIVE LICENSE OF OR RIGHT TO USE, OR AUTHORIZED THE RETENTION
OF ANY EXCLUSIVE RIGHTS TO USE OR JOINT OWNERSHIP OF, ANY INTELLECTUAL PROPERTY
RIGHT THAT IS OR WAS SELLER INTELLECTUAL PROPERTY, TO ANY OTHER PERSON.
(M)
SCHEDULE 4.11(M) LISTS ALL CONTRACTS TO WHICH
SELLER IS A PARTY WITH RESPECT TO ANY INTELLECTUAL PROPERTY RIGHTS (INCLUDING,
AS SPECIFIED UNDER THE SEPARATE CAPTION "MATERIAL SOFTWARE," A SUMMARY
DESCRIPTION OF ALL SOFTWARE THAT IS MATERIAL TO THE BUSINESS OR OPERATIONS OF
SELLER AND