COMMON PARENT OF THE AFFILIATED GROUP (WITHIN THE MEANING OF SECTION 1504 OF
THE CODE) OF WHICH THE COMPANY AND EACH SUBSIDIARY THAT IS ORGANIZED WITHIN THE
UNITED STATES ARE MEMBERS.
2.7
INTELLECTUAL PROPERTY.
(A)
DEFINITIONS.
FOR THE PURPOSES OF THIS
AGREEMENT, THE FOLLOWING TERMS HAVE THE FOLLOWING MEANINGS:
(I)
"INTELLECTUAL PROPERTY" SHALL MEAN ANY OR ALL OF
THE FOLLOWING AND ALL RIGHTS IN, ARISING OUT OF, OR ASSOCIATED THEREWITH (I) ALL
UNITED STATES, INTERNATIONAL AND FOREIGN PATENTS AND APPLICATIONS THEREFOR AND
ALL REISSUES, DIVISIONS, RENEWALS, EXTENSIONS, PROVISIONALS, CONTINUATIONS AND
CONTINUATIONS-IN-PART THEREOF, (II) ALL INVENTIONS (WHETHER PATENTABLE OR NOT),
INVENTION DISCLOSURES, IMPROVEMENTS, TRADE SECRETS, PROPRIETARY INFORMATION,
KNOW HOW, TECHNOLOGY, PROCESSES, DESIGNS, TECHNIQUES, RESEARCH AND DEVELOPMENT
PROJECTS, TECHNICAL DATA AND CUSTOMER LISTS, AND ALL DOCUMENTATION RELATING TO
ANY OF THE FOREGOING, (III) WORKS OF AUTHORSHIP IN ANY MEDIA, AND ALL
COPYRIGHTS, COPYRIGHTS REGISTRATIONS AND APPLICATIONS THEREFOR, AND ALL OTHER
RIGHTS, INCLUDING AUTHORS' OR MORAL RIGHTS, CORRESPONDING THERETO THROUGHOUT THE
WORLD, (IV) ALL COMPUTER SOFTWARE, INCLUDING ALL SOURCE CODE, OBJECT CODE,
FIRMWARE, DEVELOPMENT
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TOOLS, FILES, RECORDS AND DATA, AND ALL MEDIA ON WHICH ANY OF THE FOREGOING IS
RECORDED, (V) ALL INDUSTRIAL DESIGNS AND ANY REGISTRATIONS AND APPLICATIONS
THEREFOR THROUGHOUT THE WORLD, (VI) ALL TRADE NAMES, TRADE DRESS, LOGOS, COMMON
LAW TRADEMARKS AND SERVICE MARKS, INTERNET DOMAIN NAMES AND REGISTRATION
THEREFOR, TRADEMARK AND SERVICE MARK REGISTRATIONS AND APPLICATIONS THEREFOR
THROUGHOUT THE WORLD AND ALL GOODWILL ASSOCIATED THEREWITH, (VII) ALL DATABASES
AND DATA COLLECTIONS AND ALL RIGHTS THEREIN THROUGHOUT THE WORLD, (VIII) ALL
INTERNET WEB PAGES, WEBSITES AND ALL INTELLECTUAL PROPERTY USED IN CONNECTION
WITH OR CONTAINED IN ALL VERSIONS OF THE COMPANY'S WEBSITE, AND (IX) ANY SIMILAR
OR EQUIVALENT RIGHTS TO ANY OF THE FOREGOING ANYWHERE IN THE WORLD.
(II)
"COMPANY INTELLECTUAL PROPERTY" SHALL MEAN ANY
INTELLECTUAL PROPERTY THAT IS OWNED BY, OR EXCLUSIVELY LICENSED TO, THE COMPANY.
(III)
"REGISTERED INTELLECTUAL PROPERTY" SHALL MEAN ALL
UNITED STATES, INTERNATIONAL AND FOREIGN (I) PATENTS AND DESIGN OR UTILITY
PATENT APPLICATIONS, (II) REGISTERED TRADEMARKS, APPLICATIONS TO REGISTER
TRADEMARKS, INTENT-TO-USE APPLICATIONS, OR OTHER REGISTRATIONS OR APPLICATIONS
RELATED TO TRADEMARKS, (III) REGISTERED INTERNET DOMAIN NAMES AND APPLICATIONS
TO REGISTER INTERNET DOMAIN NAMES AND (IV) REGISTERED COPYRIGHTS AND
APPLICATIONS FOR COPYRIGHT REGISTRATION.
(IV)
"COMPANY REGISTERED INTELLECTUAL PROPERTY" SHALL MEAN
ALL OF THE REGISTERED INTELLECTUAL PROPERTY OWNED BY, OR FILED IN THE NAME OF,
THE COMPANY OR ANY OF ITS SUBSIDIARIES.
(B)
REGISTERED INTELLECTUAL PROPERTY;
PROCEEDINGS.
SECTION 2.7(B) OF THE SELLER DISCLOSURE LETTER SETS FORTH AS OF
THE CLOSE OF BUSINESS ON THE DATE HEREOF ALL (I) COMPANY REGISTERED INTELLECTUAL
PROPERTY AND SPECIFIES, WHERE APPLICABLE, THE JURISDICTIONS IN WHICH EACH SUCH
ITEM OF COMPANY REGISTERED INTELLECTUAL PROPERTY HAS BEEN ISSUED OR REGISTERED
AND (II) PROCEEDINGS OR ACTIONS BEFORE ANY GOVERNMENTAL ENTITY (INCLUDING THE
UNITED STATES PATENT AND TRADEMARK OFFICE (THE "PTO") OR EQUIVALENT AUTHORITY
ANYWHERE ELSE IN THE WORLD) RELATED TO ANY OF THE COMPANY REGISTERED
INTELLECTUAL PROPERTY.
(C)
NO ORDER.
NO COMPANY INTELLECTUAL PROPERTY
OWNED BY THE COMPANY AND, TO THE KNOWLEDGE OF SELLER, NO COMPANY