M&A Boot Camp booklet 2023 - Flipbook - Page 109
(b) Inbound Licenses. Part 2.10(b) of the Disclosure Schedule accurately identifies: (i) each Contract pursuant to which any Intellectual
Property Right is or has been licensed, sold, assigned or otherwise conveyed or provided to the Company (other than: (A) agreements
between the Company and its employees in the Company’s standard form(s) thereof; and (B) non-exclusive licenses to third party software
that is not incorporated into, or used directly in the development, testing, distribution, maintenance or support of, the Company Software (as
defined below) and that is not otherwise material to the Company’s business); and (ii) whether the licenses or rights granted to the Company
in each such Contract are exclusive or non-exclusive.
(c) Outbound Licenses. Part 2.10(c) of the Disclosure Schedule accurately identifies each Contract pursuant to which any Person has
been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable and including a right to
receive a license) or interest in, any Company IP, other than object code licenses entered into in the ordinary course of business consistent
with past practices as part of any sale of products by the Company or nondisclosure agreements entered into in the ordinary course of
business consistent with past practices by the Company. The Company is not bound by, nor subject to, any Contract containing any
covenant or other provision that in any way limits or restricts the ability of the Company to use, exploit, assert or enforce any Company IP
owned by or exclusively licensed to the Company anywhere in the world.
(d) Royalty Obligations. Part 2.10(d) of the Disclosure Schedule contains a complete and accurate list of Contracts containing
provisions related to royalties, fees, commissions and other amounts payable by the Company to any other Person (other than sales
commissions paid to employees according to the Company’s standard commissions plan) upon or for the use of any Company IP.
(e) Standard Form IP Agreements. The Company has delivered to Parent a complete and accurate copy of each standard form of
Company IP Contract used by the Company, including each standard form of the following, as applicable: (i) end user license agreement;
(ii) development agreement; (iii) employee agreement containing any assignment or license of Intellectual Property or Intellectual Property
Rights or any confidentiality provision; (iv) consulting or independent contractor agreement containing any assignment or license of
Intellectual Property or Intellectual Property Rights or any confidentiality provision; or (v) confidentiality or nondisclosure agreement. Part
2.10(e) of the Disclosure Schedule accurately identifies each Company IP Contract that deviates in any material respect from the
corresponding standard form agreement (other than confidentiality or nondisclosure agreements) delivered to Parent, including any
agreement with an employee, consultant or independent contractor in which the employee, consultant or independent contractor expressly
reserved or retained any Intellectual Property Rights related to the Company’s business, research or development. Except as set forth in Part
2.10(e) of the Disclosure Schedule, every product that has ever been sold by or on behalf of the Company has included in the package in
which it was shipped a copy of the Company’s standard form of end user license agreement.
(f) Ownership Free and Clear. The Company exclusively owns all right, title and interest to and in the Company IP (other than
Intellectual Property Rights exclusively licensed to the Company, as identified in Part 2.10(b) of the Disclosure Schedule) free and clear of
any Encumbrances (other than nonexclusive licenses granted pursuant to the Contracts listed in Part 2.10(c) of the Disclosure Schedule,
object code licenses entered into in the ordinary course of business consistent with past practices as part of any sale of products by the
Company or nondisclosure agreements entered into in the ordinary course of business consistent with past practices by the Company).
Without limiting the generality of the foregoing:
(i) all documents and instruments necessary to establish, perfect and maintain the rights of the Company in the Company IP
(other than Intellectual Property Rights exclusively licensed to the Company, as identified in Part 2.10(b) of the Disclosure Schedule
and Company IP abandoned by the Company in the ordinary course of business) have been validly executed, delivered and filed in a
timely manner with the appropriate Governmental Body;
19.