TOTAL LICENSE FEE OF LESS THAN $2,000 IN THE AGGREGATE FOR ANY SUCH LICENSE OR
GROUP OF RELATED LICENSES, AND (IV) ALL LICENSES OR OTHER AGREEMENTS UNDER WHICH
A COMPANY ENTITY HAS GRANTED RIGHTS TO OTHERS IN COMPANY INTELLECTUAL PROPERTY,
OTHER THAN CUSTOMER CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS
AND CONTAINING TERMS AND CONDITIONS SUBSTANTIALLY SIMILAR TO THE TERMS AND
CONDITIONS OF SUCH COMPANY ENTITY'S STANDARD CUSTOMER AGREEMENT, COPIES OF WHICH
HAVE BEEN PROVIDED TO BUYER.
11
(B)
EACH COMPANY ENTITY EXCLUSIVELY OWNS AND
POSSESSES ALL RIGHT, TITLE AND INTEREST IN AND TO ALL COMPANY INTELLECTUAL
PROPERTY PURPORTED TO BE OWNED BY SUCH COMPANY ENTITY AND HAS VALID AND
ENFORCEABLE LICENSES TO USE ALL OTHER INTELLECTUAL PROPERTY NECESSARY OR
DESIRABLE FOR THE CONDUCT OF ITS BUSINESS, IN EACH CASE WITHOUT ANY CONFLICT
WITH OR INFRINGEMENT OF THE RIGHTS OF ANY PERSON AND FREE AND CLEAR OF ALL
LIENS, EXCEPT AS DISCLOSED ON THE ATTACHED SCHEDULE 2.10(B).
THE COMPANY
ENTITIES ARE AND ALWAYS HAVE BEEN IN FULL COMPLIANCE WITH ALL LICENSES SET FORTH
OR REQUIRED TO BE SET FORTH ON SCHEDULE 2.10(A) INCLUDING, WITHOUT LIMITATION,
ALL LICENSES FOR OPEN SOURCE SOFTWARE.
(C)
ALL PATENTS, MARKS AND COPYRIGHTS OWNED BY
ANY COMPANY ENTITY THAT HAVE BEEN ISSUED BY, OR REGISTERED OR THE SUBJECT OF AN
APPLICATION FILED WITH, AS APPLICABLE, THE U.S. PATENT AND TRADEMARK OFFICE, THE
U.S. COPYRIGHT OFFICE OR ANY SIMILAR OFFICE OR AGENCY ANYWHERE IN THE WORLD,
HAVE BEEN DULY MAINTAINED (INCLUDING THE PAYMENT OF MAINTENANCE FEES) AND ARE
NOT EXPIRED, CANCELLED OR ABANDONED AND ARE VALID AND ENFORCEABLE.
(D)
EXCEPT AS DISCLOSED ON SCHEDULE 2.10(D),
THERE ARE NO PENDING OR THREATENED CLAIMS AGAINST ANY COMPANY ENTITY ALLEGING
THAT THE OPERATION OF THE BUSINESS OR ANY ACTIVITY OF SUCH COMPANY ENTITY HAS
INFRINGED, MISAPPROPRIATED OR OTHERWISE CONFLICTED WITH, OR THAT SUCH COMPANY
ENTITY, BY CONDUCTING ITS BUSINESS, WOULD INFRINGE, MISAPPROPRIATE OR OTHERWISE
CONFLICT WITH, ANY RIGHTS OF ANY OTHER PERSON IN INTELLECTUAL PROPERTY, OR THAT
ANY COMPANY INTELLECTUAL PROPERTY IS INVALID OR UNENFORCEABLE.
TO THE KNOWLEDGE
OF THE SELLER PARTIES, NEITHER THE OPERATION OF THE BUSINESS, NOR ANY ACTIVITY
BY THE COMPANY, INFRINGES, MISAPPROPRIATES OR VIOLATES (OR IN THE PAST
INFRINGED, MISAPPROPRIATED OR VIOLATED) ANY RIGHTS OF ANY OTHER PERSON IN
INTELLECTUAL PROPERTY.
(E)
TO THE KNOWLEDGE OF THE SELLER PARTIES,
EXCEPT AS SET FORTH ON SCHEDULE 2.10(E), NO THIRD PARTY IS INFRINGING,
MISAPPROPRIATING OR VIOLATING, OR HAS INFRINGED, MISAPPROPRIATED OR VIOLATED,
ANY OF THE COMPANY INTELLECTUAL PROPERTY.
(F)
EXCEPT AS SET FORTH ON SCHEDULE 2.10(F),
NO COMPENSATION OR OTHER CONSIDERATION IS OWED TO OR CLAIMED TO BE OWED TO ANY
THIRD PARTY BY ANY COMPANY ENTITY DUE TO SUCH COMPANY ENTITY'S OWNERSHIP,
LICENSE (AS LICENSOR OR LICENSEE) OR USE (DIRECTLY OR INDIRECTLY VIA ANOTHER
PARTY) OF THE COMPANY INTELLECTUAL PROPERTY.
(G)
NO LOSS OF INTELLECTUAL PROPERTY BY ANY
COMPANY ENTITY (OTHER THAN BY EXPIRATION IN THE ORDINARY COURSE) IS THREATENED,
PENDING OR REASONABLY FORESEEABLE AND THE COMPANY ENTITIES ARE NOT AWARE OF ANY
INTELLECTUAL