conducting any investigation, response, remedial action, cleanup or
other corrective action pursuant to any Environmental Laws at any site or
facility, nor a party to any contract, agreement, order, judgment or decree
which obligates it to conduct any such actions, (e) no Hazardous Materials have
been brought to or released to the surface or subsurface by the Company at, on
or under any site or facility currently owned, operated or leased by the Company
that would result in a requirement to undertake any notification, investigation,
response, remedial action, cleanup or other corrective action under any
Environmental Laws nor were any Hazardous Materials brought to or released to
the surface or subsurface by the Company at, on or under any site or facility
previously owned, operated or leased by the Company at the time of the Company's
ownership, operation or leasehold other than in compliance with Environmental
Laws, and (f) to the Knowledge of the Sellers, the Company does not have any
liability with respect to the storage, treatment, disposal or release of any
Hazardous Materials at, on or under any site or facility not owned, operated or
leased by it.
Section 4.10
Intellectual Property.
(A)
AS USED IN THIS AGREEMENT, "INTELLECTUAL
PROPERTY" MEANS: (I) INVENTIONS (WHETHER OR NOT PATENTABLE), TRADE SECRETS,
TECHNICAL DATA, DATABASES, CUSTOMER LISTS, DESIGNS, TOOLS, METHODS, PROCESSES,
TECHNOLOGY, IDEAS, KNOW-HOW, SOURCE CODE, PRODUCT
22
ROAD MAPS AND OTHER PROPRIETARY INFORMATION AND MATERIALS ("PROPRIETARY
INFORMATION"); (II) TRADEMARKS AND SERVICE MARKS (WHETHER OR NOT REGISTERED),
TRADE NAMES, LOGOS, TRADE DRESS AND OTHER PROPRIETARY INDICIA AND ALL GOODWILL
ASSOCIATED THEREWITH; (III) DOCUMENTATION, ADVERTISING COPY, MARKETING
MATERIALS, WEB-SITES, SPECIFICATIONS, MASK WORKS, DRAWINGS, GRAPHICS, DATABASES,
RECORDINGS AND OTHER WORKS OF AUTHORSHIP, WHETHER OR NOT PROTECTED BY COPYRIGHT;
(IV) COMPUTER PROGRAMS, INCLUDING ANY AND ALL SOFTWARE IMPLEMENTATIONS OF
ALGORITHMS, MODELS AND METHODOLOGIES, WHETHER IN SOURCE CODE OR OBJECT CODE,
DESIGN DOCUMENTS, FLOW-CHARTS, USER MANUALS AND TRAINING MATERIALS RELATING
THERETO AND ANY TRANSLATIONS THEREOF (COLLECTIVELY, "SOFTWARE"); AND (V) ALL
FORMS OF LEGAL RIGHTS AND PROTECTIONS THAT MAY BE OBTAINED FOR, OR MAY PERTAIN
TO, THE INTELLECTUAL PROPERTY SET FORTH IN CLAUSES (I) THROUGH (IV) IN THE
UNITED STATES OF AMERICA ("INTELLECTUAL PROPERTY RIGHTS"), INCLUDING ALL LETTERS
PATENT, PATENT APPLICATIONS, PROVISIONAL PATENTS, DESIGN PATENTS, PCT FILINGS,
INVENTION DISCLOSURES AND OTHER RIGHTS TO INVENTIONS OR DESIGNS ("PATENTS"), ALL
REGISTERED AND UNREGISTERED COPYRIGHTS IN BOTH PUBLISHED AND UNPUBLISHED WORKS
("COPYRIGHTS"), ALL TRADEMARKS, SERVICE MARKS AND OTHER PROPRIETARY INDICIA
(WHETHER OR NOT REGISTERED) ("MARKS"), TRADE SECRET RIGHTS, MASK WORKS, MORAL
RIGHTS OR OTHER LITERARY PROPERTY OR AUTHORS RIGHTS, AND ALL APPLICATIONS,
REGISTRATIONS, ISSUANCES, DIVISIONS, CONTINUATIONS, RENEWALS, REISSUANCES AND
EXTENSIONS OF THE FOREGOING.
(B)
SECTION 4.10(B) OF THE DISCLOSURE SCHEDULE
LISTS (BY NAME, OWNER AND, WHERE APPLICABLE, REGISTRATION NUMBER AND
JURISDICTION OF REGISTRATION, APPLICATION, CERTIFICATION OR FILING) ALL COMPUTER
PROGRAMS AND ASSOCIATED TELERADIOLOGY WORKFLOW PROCESSES, MARKS, AND DOMAIN
NAMES THAT ARE OWNED BY THE COMPANY (WHETHER EXCLUSIVELY, JOINTLY WITH ANOTHER
PERSON OR OTHERWISE) AND WHICH ARE MATERIAL TO THE CONDUCT AND OPERATION OF THE
BUSINESS AS OF THE