software, firmware or otherwise), architecture, artwork, logo images, documentation, files, records, databases and data collections, schematics, diagrams, application programming interfaces, user interfaces, algorithms, websites, verilog files, netlists, emulation and simulation reports, test vectors and hardware development tools; (d) processes, devices, prototypes, schematics, bread boards, net lists, test methodologies and hardware development tools; and (e) any similar or equivalent property of any of the foregoing.
Intellectual Property Rights shall mean any or all of the following and all worldwide common law and statutory rights in, arising out of, or associated therewith: (a) patents and patent applications therefor and all reissues, re-examinations, divisionals, renewals, extensions, provisionals, continuations and continuations-in-part thereof (Patents); (b) copyrights, copyrights registrations and applications therefor, and all rights in works of authorship and other rights corresponding thereto throughout the world including moral and economic rights of authors and inventors, however denominated (Copyrights); (c) rights in industrial designs and any registrations and applications therefor throughout the world; (d) rights in trade secrets (including, those trade secrets defined in the Uniform Trade Secrets Act and under corresponding foreign statutory and common law), business, technical and know-how information, non-public information, and confidential information and rights to limit the use or disclosure thereof by any person, including cell lines, chemistries, biological materials, compounds, compositions, probes, sequences, biological materials, bioassays, clones, molecules, protocols, reagents, experiments, lab results, concepts, ideas, research and development, business plans, strategies and rights in databases and data collections and all rights therein, in each event, solely to the extent and for the duration it remains confidential and proprietary and not otherwise included in Patents or Copyrights (Trade Secrets); (e) rights in mask works, mask work registrations and applications, and all other rights corresponding thereto throughout the world; and (f) any rights similar or equivalent to any of the foregoing.
IRS shall mean the United States Internal Revenue Service.
Knowledge shall mean (i) with respect to the Company, the knowledge of Peter Smith, after due inquiry, and (ii) with respect to Parent, the knowledge Mark Manfredi, after due inquiry.
Law shall mean any law, statute, ordinance, rule, regulation, code, order, judgment, injunction, decree or other provision having the force or effect of law enacted, issued, promulgated, enforced or ordered by a Governmental Entity.
Liability shall mean, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.
Licensed Company Intellectual Property shall mean all Intellectual Property and Intellectual Property Rights licensed to the Company by third parties.