OF THE COMPANY OR A SUBSIDIARY
IS (A) BOUND BY OR OTHERWISE SUBJECT TO ANY CONTRACT RESTRICTING HIM OR HER FROM
PERFORMING HIS OR HER DUTIES FOR THE COMPANY OR SUCH SUBSIDIARY OR (B) IN BREACH
OF ANY CONTRACT WITH ANY FORMER EMPLOYER OR OTHER PERSON CONCERNING INTELLECTUAL
PROPERTY OR CONFIDENTIALITY.
(III)
EXCEPT AS SET FORTH IN SCHEDULE
3.12(G)(III), NO FUNDING, FACILITIES OR PERSONNEL OF ANY GOVERNMENTAL BODY WERE
USED, DIRECTLY OR INDIRECTLY, TO DEVELOP OR CREATE, IN WHOLE OR IN PART, ANY
COMPANY IP.
(IV)
THE COMPANY AND THE SUBSIDIARIES HAVE TAKEN
REASONABLE STEPS IN ACCORDANCE WITH NORMAL INDUSTRY PRACTICE TO MAINTAIN THE
CONFIDENTIALITY OF AND OTHERWISE PROTECT AND ENFORCE THEIR RIGHTS IN ALL
PROPRIETARY INFORMATION THAT THE COMPANY AND THE SUBSIDIARIES HOLD, OR PURPORT
TO HOLD, AS A TRADE SECRET.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
THE PROPRIETARY INFORMATION OF THE COMPANY AND THE SUBSIDIARIES IS NOT
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PART OF THE PUBLIC KNOWLEDGE.
TO THE KNOWLEDGE OF THE COMPANY, SUCH PROPRIETARY
INFORMATION HAS NOT BEEN USED OR DIVULGED FOR THE BENEFIT OF ANY PERSON OTHER
THAN THE COMPANY AND THE SUBSIDIARIES.
ANY RECEIPT OR USE BY, OR DISCLOSURE TO
OR FROM, A THIRD PARTY HAS BEEN PURSUANT TO THE TERMS OF A BINDING WRITTEN
CONFIDENTIALITY AGREEMENT BETWEEN THE COMPANY OR A SUBSIDIARY AND SUCH THIRD
PARTY (COLLECTIVELY, THE "NONDISCLOSURE AGREEMENTS").
THE COMPANY AND THE
SUBSIDIARIES ARE IN COMPLIANCE WITH THE PROVISIONS OF THE NONDISCLOSURE
AGREEMENTS.
TO THE KNOWLEDGE OF THE COMPANY, ALL OTHER PARTIES TO THE
NONDISCLOSURE AGREEMENTS ARE IN COMPLIANCE WITH THE PROVISIONS THEREOF.
(V)
EXCEPT AS SET FORTH IN SCHEDULE 3.12(G)(V),
TO THE KNOWLEDGE OF THE COMPANY, THE COMPANY AND THE SUBSIDIARIES HAVE GOOD
TITLE TO AND AN ABSOLUTE RIGHT (BUT NOT NECESSARILY EXCLUSIVE) TO USE THE TRADE
SECRETS.
TO THE KNOWLEDGE OF THE COMPANY, THE TRADE SECRETS ARE NOT PART OF THE
PUBLIC KNOWLEDGE OR LITERATURE AND, TO THE KNOWLEDGE OF THE COMPANY, HAVE NOT
BEEN USED, DIVULGED OR APPROPRIATED EITHER FOR THE BENEFIT OF ANY PERSON OR TO
THE DETRIMENT OF THE COMPANY AND THE SUBSIDIARIES.
TO THE KNOWLEDGE OF THE
COMPANY, NO TRADE SECRET IS SUBJECT TO ANY ADVERSE CLAIM OR HAS BEEN CHALLENGED
OR THREATENED IN ANY WAY OR INFRINGES ANY INTELLECTUAL PROPERTY RIGHT OR ANY
OTHER PERSON.
(H)
TO THE KNOWLEDGE OF THE COMPANY, THE COMPANY
IP IS VALID, SUBSISTING AND ENFORCEABLE (IN THE CASE OF PATENT APPLICATIONS,
WOULD BE ENFORCEABLE IF ISSUED AS PATENTS).
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING:
(I)
FOR EACH ITEM OF COMPANY IP THAT IS
FILED BY THE COMPANY AND REGISTERED OR ISSUED UNDER THE AUTHORITY OF ANY
GOVERNMENTAL BODY WHOSE DUTY IS TO REGISTER OR ISSUE PATENTS, TRADEMARKS,
COPYRIGHTS OR OTHER FORMS OF INTELLECTUAL PROPERTY PROTECTION, ALL APPLICABLE
REGISTRATION FEES, MAINTENANCE FEES, RENEWAL FEES, ANNUITY FEES AND TAXES WHICH
ARE DUE IN CONNECTION WITH SUCH COMPANY IP HAVE BEEN PAID AND ALL OTHER
DOCUMENTS IN CONNECTION WITH SUCH COMPANY IP HAVE BEEN FILED IN THE RELEVANT
PATENT, TRADEMARK, COPYRIGHT OFFICES OR OTHER