This excerpt taken from the TRCR 8-K filed Mar 27, 2009.
4.7. Intellectual Property.
4.7.1 Seller (i) owns, (ii) otherwise has the right pursuant to a valid written license, sublicense or other agreement, or (iii) has public domain or other legal access without need of a license, lease or consent of any third party, to all Intellectual Property owned by Seller and/or used in connection with the TRS Business as presently conducted or contemplated (the Seller Intellectual Property), free and clear of all Liens.
4.7.2. Schedule 4.7.2 sets forth a true and complete list of all (i) registrations, issuances, filings and applications for any Intellectual Property owned or filed by Seller used in
the TRS Business and (ii) all licenses of or other agreements granting rights in Intellectual Property to which Seller is a party used in connection with the TRS Business (IP Licenses). All such items of Intellectual Property are valid, subsisting, enforceable, in full force and effect, and have not been or are not, as applicable, cancelled, expired, abandoned or otherwise terminated. All of the IP Licenses are valid, subsisting, in full force and effect and binding upon Seller and the other parties thereto in accordance with their terms. No event has occurred or condition or set of circumstances exists that (with or without notice or lapse of time or both), directly or indirectly, (a) may contravene, conflict with or result in a violation or breach of, or constitute a default under, any such IP License, (b) may give any Person the right to declare a default or exercise any remedy under any such IP License, (c) may give any Person the right of consent, termination, amendment, modification, purchase, cancellation or acceleration of any obligation under any such IP License or (d) may result in the loss of any property, rights or benefits under, or result in the imposition of any additional obligations under, any such IP License.
4.7.3. Seller has taken all necessary and desirable actions to maintain and protect each item of Seller Intellectual Property owned or purported to be owned by Seller, including by having all present and past employees, officers and consultants execute valid and enforceable agreements naming Seller as the owner of all Seller Intellectual Property developed by such Person. Seller has taken all reasonable precautions to protect the secrecy, confidentiality, and value of its Trade Secrets and the proprietary nature and value of its Intellectual Property.
4.7.4. None of the Intellectual Property, business operations, products or services owned, used, developed, provided, sold, licensed, imported or otherwise exploited by Seller, nor the conduct of Seller of the TRS Business infringes upon, misappropriates or otherwise violates any Intellectual Property rights of others.