M&A Boot Camp booklet 2023 - Flipbook - Page 110
(ii) each Company Employee who is or was involved in the creation or development of any Company IP has signed a valid and
enforceable agreement containing an irrevocable assignment of Intellectual Property Rights pertaining to such Company IP to the
Company and confidentiality provisions protecting the Company IP;
(iii) the Company owns, without restrictions on its use, all Intellectual Property and Intellectual Property Rights developed by
each of Frans Kaashoek and Robert Morris, whether jointly with the Company or individually, that was or is intended for use in
connection with the business of the Company or arose in connection with consultations with the Company, including any derivative
works of any Company Software;
(iv) no funding, facilities or personnel of any Governmental Body or any public or private university, college or other educational
or research institution were used, directly or indirectly, to develop or create, in whole or in part, any Company IP (other than any
Intellectual Property and Intellectual Property Rights exclusively licensed to the Company) and no Governmental Body has any interest
in any Company IP (other than any Intellectual Property and Intellectual Property Rights exclusively licensed to the Company);
(v) the Company has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in
all proprietary information pertaining to the Company; and
(vi) the Company owns or otherwise has, and after the Closing the Surviving Corporation will continue to have, all Intellectual
Property Rights needed to conduct the business of the Company as currently conducted and currently planned by the Company to be
conducted, except such Intellectual Property Rights as have yet to be developed or which are expected to be available via license on
commercially reasonable terms.
(g) Valid and Enforceable. All Company IP is valid, subsisting and enforceable. Without limiting the generality of the foregoing:
(i) no trademark or trade name owned by the Company, or to the Knowledge of the Company, licensed by the Company, conflicts
or interferes with any trademark or trade name owned, used or applied for by any other Person, and the Company has taken reasonable
steps to police the use of the trademarks owned by or exclusively licensed to it;
(ii) Part 2.10(g)(ii) of the Disclosure Schedule accurately identifies each action, filing, and payment that must be taken or made on
or before the date that is 120 days after the date of this Agreement in order to maintain such item of Company IP that is owned by or
exclusively licensed to the Company in full force and effect; and
20.