asset acquisitions - Jackson Walker LLP

3.25 INTELLECTUAL PROPERTY ASSETS(a) The term “Intellectual Property Assets” means all intellectual property owned orlicensed (as licensor or licensee) by Seller, or in which Seller has a proprietary right orinterest, including:(i) Seller’s name, all assumed fictional business names, trading names, registeredand unregistered trademarks, service marks, and applications (collectively,“Marks”);(ii) all patents, patent applications, and inventions and discoveries that may bepatentable (collectively, “Patents”);(iii) all registered and unregistered copyrights in both published works andunpublished works (collectively, “Copyrights”);(iv)all rights in mask works (collectively, “Rights in Mask Works”);(v) all know-how, trade secrets, confidential or proprietary information, customerlists, Software, technical information, data, process technology, plans, drawings, andblue prints (collectively, “Trade Secrets”); and(vi) all rights in internet websites and internet domain names presently used bySeller (collectively “Net Names”).(b) Part 3.25(b) contains a complete and accurate list and summary description, includingany royalties paid or received by Seller, and Seller has delivered to Buyer accurate andcomplete copies, of all Seller Contracts relating to the Intellectual Property Assets, except forany license implied by the sale of a product and perpetual, paid-up licenses for commonlyavailable Software programs with a value of less than $__________________ under whichSeller is the licensee. There are no outstanding and, to Seller’s Knowledge, no threateneddisputes or disagreements with respect to any such Contract.(c) (i) Except as set forth in Part 3.25(c), the Intellectual Property Assets are allthose necessary for the operation of Seller’s business as it is currently conducted.Seller is the owner or licensee of all right, title, and interest in and to each of theIntellectual Property Assets, free and clear of all Encumbrances, and has the right touse without payment to a Third Party all of the Intellectual Property Assets, otherthan in respect of licenses listed in part 3.25(c).(ii) Except as set forth in Part 3.25(c) , all former and current employees of Sellerhave executed written Contracts with Seller that assign to Seller all rights to anyinventions, improvements, discoveries, or information relating to the business ofSeller.(d) (i) Part 3.25(d) contains a complete and accurate list and summary description ofall Patents.3148166v1- 96 -