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This excerpt taken from the MRVL 10-Q filed Sep 8, 2005. Seller Patents”) are currently in compliance with legal
requirements for payment of filing, examination, annuity and maintenance fees
and proofs of working or use other than any requirement that, if not satisfied,
would not result in a revocation or lapse of the Seller Patent in question. Seller has not failed to disclose material
prior art or information in connection with the prosecution of any Seller
Patent that was known to Seller at the time of such prosecution and that would
result in the abandonment, cancellation, or invalidity of any of the Seller
Patents. No Seller Patent has a
non-extendable deadline less than one week after the Closing Date.
(ii) No Seller Patent has been or is now involved in any interference, reissue, reexamination or opposition Proceeding in the United States Patent and Trademark Office or any foreign patent office and, to Seller’s Knowledge, no such action has been threatened.
(iii) Seller is the owner of all right, title and interest in and to all of the Seller Patents, in each case free and clear of any and all Liens, covenants, conditions and restrictions or other adverse claims or interests of any kind or nature (other than Permitted Liens). Except as set forth in Section 3.6(c)(iii) of the Seller Disclosure Letter, Seller has not received any written claim or written notice challenging Seller’s ownership of Seller Patents or suggesting that any
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other Person has any claim of legal or beneficial ownership with respect thereto, nor is Seller aware of any basis for any of the foregoing. There is no agreement, decree, arbitral award or other provision or contingency which obligates Seller to grant licenses in future Seller Patents.
(d) Trade Secrets.
(i) Seller has taken commercially reasonable steps to protect its rights in all Trade Secrets.
(ii) Without limiting the generality of Section 3.6(d)(i), each former or current member of management or personnel of the Business, including all former and current employees, agents, consultants and independent contractors who have contributed to or participated in the creation, conception, reduction to practice, or development of the Transferred Intellectual Property or Transferred Technology (collectively, “ |
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