IS, IN
WHOLE OR IN PART, EMBODIED OR INCORPORATED INTO ANY PRODUCT.
SCHEDULE 3.7(M) OF
THE DISCLOSURE SCHEDULES LISTS ALL LICENSES OF PRODUCTS IN SOURCE CODE FORMAT OF
SOFTWARE INCORPORATED INTO PRODUCTS (OTHER THAN PRODUCTS THAT ARE WRITTEN IN
NON-COMPILED PROGRAMMING LANGUAGES).
EACH PRODUCT CONFORMS IN ALL MATERIAL
RESPECTS TO THE SPECIFICATIONS AND DOCUMENTATION THEREFOR AND IS OTHERWISE IN
COMPLIANCE WITH APPLICABLE LAW.
WITHOUT LIMITING THE FOREGOING, (1) THE
PRODUCTS (I) WILL RECORD, STORE, PROCESS, CALCULATE AND PRESENT CALENDAR DATES
FALLING ON AND AFTER (AND IF APPLICABLE, SPANS OF TIME INCLUDING) JANUARY 1,
2000, AND WILL CALCULATE ANY INFORMATION DEPENDENT ON OR RELATING TO SUCH DATES
IN THE SAME MANNER, AND WITH THE SAME FUNCTIONALITY, DATA INTEGRITY AND
PERFORMANCE, AS THE PRODUCTS RECORD, STORE, PROCESS, CALCULATE AND PRESENT
CALENDAR DATES ON OR BEFORE DECEMBER 31, 1999, OR CALCULATE ANY INFORMATION
DEPENDENT ON OR RELATING TO SUCH DATES, AND (II) LOSE NO FUNCTIONALITY WITH
RESPECT TO THE INTRODUCTION OF RECORDS CONTAINING DATES FALLING ON OR AFTER
JANUARY 1, 2000; (2) THE SELLER HAS SECURED ANY EXPORT LICENSES THAT WERE
NECESSARY FOR THE DISTRIBUTION BY SELLER OR ITS SUBSIDIARIES OF THE PRODUCTS
OUTSIDE THE UNITED STATES; AND (3) THE PRODUCTS DO NOT CONTAIN ANY VIRUS, TROJAN
HORSE, WORM, OR OTHER SOFTWARE ROUTINES OR HARDWARE COMPONENTS DESIGNED TO
PERMIT UNAUTHORIZED ACCESS, OR TO DISABLE, ERASE, OR OTHERWISE HARM SOFTWARE,
HARDWARE OR DATA IN AN UNAUTHORIZED MANNER.
(N)
FOR PURPOSES OF THIS AGREEMENT:
(I)
"INTELLECTUAL PROPERTY" MEANS ANY AND ALL RIGHTS IN, ARISING OUT OF, OR
ASSOCIATED WITH: (A) ALL UNITED STATES AND FOREIGN PATENTS AND UTILITY MODELS
AND APPLICATIONS THEREFOR AND ALL REISSUES, DIVISIONS, RENEWALS, EXTENSIONS,
PROVISIONALS, CONTINUATIONS AND CONTINUATIONS-IN-PART THEREOF, AND EQUIVALENT OR
SIMILAR RIGHTS ANYWHERE IN THE WORLD IN INVENTIONS AND DISCOVERIES ("PATENTS");
(B) ALL INVENTIONS (WHETHER PATENTABLE OR NOT), INVENTION DISCLOSURES,
IMPROVEMENTS, TRADE SECRETS, PROPRIETARY INFORMATION, KNOW HOW, TECHNOLOGY,
TECHNICAL DATA AND CUSTOMER LISTS WHICH HAVE NOT BEEN PUBLICLY DISCLOSED, AND
ALL DOCUMENTATION EMBODYING OR EVIDENCING ANY OF THE FOREGOING ("TRADE
SECRETS"); (C) ALL COPYRIGHTS, COPYRIGHTS REGISTRATIONS AND APPLICATIONS
THEREFOR AND ALL OTHER RIGHTS CORRESPONDING THERETO THROUGHOUT THE WORLD
("COPYRIGHTS"); (D) ALL MASK WORKS, MASK WORK REGISTRATIONS AND APPLICATIONS
THEREFOR, AND ANY EQUIVALENT OR SIMILAR RIGHTS IN SEMICONDUCTOR MASKS, LAYOUTS,
ARCHITECTURES OR TOPOLOGY ("MASKWORKS"); (E) ALL INDUSTRIAL DESIGNS AND ANY
REGISTRATIONS AND APPLICATIONS THEREFOR THROUGHOUT THE WORLD; (F) ALL TRADE
NAMES, LOGOS, COMMON LAW TRADEMARKS AND SERVICE MARKS, TRADEMARK AND SERVICE
MARK REGISTRATIONS AND APPLICATIONS THEREFOR AND ALL GOODWILL ASSOCIATED
THEREWITH THROUGHOUT THE WORLD ("TRADEMARKS"); (G) ALL WORLD WIDE WEB ADDRESSES,
UNIFORM RESOURCE LOCATORS, AND DOMAIN NAMES; AND (H) ANY SIMILAR, CORRESPONDING
OR EQUIVALENT RIGHTS TO ANY OF THE FOREGOING ANYWHERE IN THE WORLD.
(II)
"INTELLECTUAL PROPERTY CONTRACT" MEANS ANY AND ALL CONTRACTS TO WHICH ANY
MEMBER OF THE SELLER GROUP IS A PARTY, PURSUANT TO WHICH A MEMBER OF THE SELLER
GROUP OBTAINED ANY RIGHT TO USE OR OTHERWISE EXPLOIT ANY THIRD PARTY
INTELLECTUAL PROPERTY.
(III)
"LICENSED INTELLECTUAL PROPERTY" HAS THE MEANING SET FORTH IN THE
INTELLECTUAL PROPERTY LICENSE