Common use of Intangible Property Clause in Contracts

Intangible Property. (a) SCHEDULE 3.10(a)(i) sets forth, for the Intangible Property owned by any of the Sellers (including Intangible Property as to which any Seller has exclusive rights) ("Company Owned Intangible Property"), a true and complete list of all United States and foreign (i) Patents; (ii) Trademark registrations (including Internet domain registrations), Trademark applications; and (iii) Copyright and mask work registrations and applications. Each Seller is listed in the records of the appropriate United States, state, or foreign registry as the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by any of Sellers, and identifies which Software is owned, licensed or leased, as the case may be. (b) SCHEDULE 3.10(b) sets forth a true and complete list of all material IP License Agreements. Sellers have not licensed or sublicensed their rights in any material Intangible Property other than pursuant to the IP License Agreements (identifying for each its title, the parties and its date). No royalties, honoraria or other fees or sums are payable by any of Sellers to any third parties for the use of or right to use any Intangible Property except pursuant to the IP License Agreements. (c) Except as set forth on SCHEDULE 3.10(c), (i) each of Sellers has all ownership right, title and interest in or to, or have a valid right to use, free and clear of all Encumbrances, other than Permitted Encumbrances, the Company Owned Intangible Property, and right to all other material Intangible Property as necessary for the conduct of the Business as it is being conducted as of the date hereof; and (ii) the Company Owned Intangible Property, and, to the Knowledge of Sellers, material IP License Agreements, are subsisting, in full force and effect, and have not been cancelled, expired, or abandoned, and, to the Knowledge of the Sellers, are valid and enforceable.

Intangible Property. Set forth on Schedule 4.26 hereto is a list and brief description of all foreign and domestic trademarks, service marks, trade names, software and copyrights (a) SCHEDULE 3.10(a)(i) sets forthwhether or not registered and, if applicable, including pending applications for the Intangible Property owned registration), owned, used, licensed or controlled by Community Bankshares or any of its Subsidiaries (collectively, the Sellers (including Intangible Property as to which any Seller has exclusive rights) ("Company Owned Intangible Property"), a true and complete list of all United States and foreign (i) Patents; (ii) Trademark registrations (including Internet domain registrations), Trademark applications; and (iii) Copyright and mask work registrations and applications. Each Seller is listed in the records of the appropriate United States, state, or foreign registry as the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by any of Sellers, and identifies which Software is owned, licensed or leased, as the case may be. (b) SCHEDULE 3.10(b) sets forth a true and complete list of all material IP License Agreements. Sellers have not licensed or sublicensed their rights in any material Intangible Property other than pursuant to the IP License Agreements (identifying for each its title, the parties and its date). No royalties, honoraria or other fees or sums are payable by any of Sellers to any third parties for the use of or right to use any Intangible Property except pursuant to the IP License Agreements. (c) Except as set forth on SCHEDULE 3.10(c), Schedule 4.26: (ia) Community Bankshares and each of Sellers its Subsidiaries has all ownership right, title the exclusive right and interest in or to, or have a valid right license to useuse its respective Intangible Property, free and clear of all Encumbrancesany claim or conflict with the rights of others; (b) no royalties, other than Permitted Encumbranceshonorariums or fees are payable by Community Bankshares or any of its Subsidiaries to any person by reason of the ownership, use or license of any of the Company Owned Intangible Property; (c) there have been no claims made against Community Bankshares or any of its Subsidiaries asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Property or any license relating thereto, and right to all other material Intangible Property as necessary no grounds for any such claims exist; (d) neither Community Bankshares nor any of its Subsidiaries has made any claim of any violation or infringement by others of its rights in the conduct of the Business as it is being conducted as of the date hereof; and (ii) the Company Owned Intangible Property, and, to Community Bankshares' knowledge, no grounds for any such claims exist; (e) neither Community Bankshares nor any of its Subsidiaries has received any written notice that it is in conflict with or infringing upon the Knowledge asserted rights of Sellersothers in connection with the Intangible Property and neither the ownership, material IP License Agreements, are subsisting, in full force and effect, and have not been cancelled, expired, use or abandoned, and, to the Knowledge license of the SellersIntangible Property by Community Bankshares or any of its Subsidiaries nor the operation of their respective businesses is infringing or has infringed upon any rights of others; (f) the consummation of the transactions contemplated hereby will not alter or impair any of the Intangible Property; and (g) no interest in any of Community Bankshares' or any of its Subsidiaries' rights to any Intangible Property has been assigned, are valid and enforceabletransferred, licensed or sublicensed to third parties. To the extent any of the Intangible Property constitutes proprietary or confidential information, Community Bankshares believes it has adequately safeguarded such information from disclosure.

Intangible Property. (a) SCHEDULE 3.10(a)(i) sets forthCPA16 and the CPA16 Subsidiaries own, possess or have adequate rights to use all trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of CPA16 and the CPA16 Subsidiaries (collectively, the “CPA16 Intangible Property”), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, would not reasonably be expected to have a CPA16 Material Adverse Effect. All of the CPA16 Intangible Property is owned or licensed by any of CPA16 or the Sellers (including Intangible Property as to which any Seller has exclusive rights) ("Company Owned Intangible Property"), a true and complete list of all United States and foreign (i) Patents; (ii) Trademark registrations (including Internet domain registrations), Trademark applications; and (iii) Copyright and mask work registrations and applications. Each Seller is listed in the records of the appropriate United States, state, or foreign registry as the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by any of Sellers, and identifies which Software is owned, licensed or leased, as the case may be. (b) SCHEDULE 3.10(b) sets forth a true and complete list of all material IP License Agreements. Sellers have not licensed or sublicensed their rights in any material Intangible Property other than pursuant to the IP License Agreements (identifying for each its title, the parties and its date). No royalties, honoraria or other fees or sums are payable by any of Sellers to any third parties for the use of or right to use any Intangible Property except pursuant to the IP License Agreements. (c) Except as set forth on SCHEDULE 3.10(c), (i) each of Sellers has all ownership right, title and interest in or to, or have a valid right to use, CPA16 Subsidiaries free and clear of any and all EncumbrancesLiens, other than Permitted Encumbrancesexcept those that, individually or in the aggregate, would not reasonably be expected to have a CPA16 Material Adverse Effect, and neither CPA16 nor any such CPA16 Subsidiary has forfeited or otherwise relinquished any CPA16 Intangible Property which forfeiture has resulted in, individually or in the aggregate, or would reasonably be expected to result in a CPA16 Material Adverse Effect. To the Knowledge of CPA16, the Company Owned use of CPA16 Intangible Property by CPA16 or the CPA16 Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service xxxx, brand xxxx, brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other Person, and there have been no claims made, and neither CPA16 nor any of the CPA16 Subsidiaries has received any notice of any claims or otherwise has Knowledge of any claims that any of the CPA16 Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the CPA16 Intangible Property, and right except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would not reasonably be expected to all other material Intangible Property as necessary for the conduct of the Business as it is being conducted as of the date hereof; and (ii) the Company Owned Intangible Property, and, to the Knowledge of Sellers, material IP License Agreements, are subsisting, in full force and effect, and have not been cancelled, expired, or abandoned, and, to the Knowledge of the Sellers, are valid and enforceablea CPA16 Material Adverse Effect.

Intangible Property. (a) SCHEDULE 3.10(a)(i) sets forthCPA14 and the CPA14 Subsidiaries own, possess or have adequate rights to use all trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of CPA14 and the CPA14 Subsidiaries (collectively, the “CPA14 Intangible Property”), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, would not reasonably be expected to have a CPA14 Material Adverse Effect. All of the CPA14 Intangible Property is owned or licensed by any of CPA14 or the Sellers (including Intangible Property as to which any Seller has exclusive rights) ("Company Owned Intangible Property"), a true and complete list of all United States and foreign (i) Patents; (ii) Trademark registrations (including Internet domain registrations), Trademark applications; and (iii) Copyright and mask work registrations and applications. Each Seller is listed in the records of the appropriate United States, state, or foreign registry as the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by any of Sellers, and identifies which Software is owned, licensed or leased, as the case may be. (b) SCHEDULE 3.10(b) sets forth a true and complete list of all material IP License Agreements. Sellers have not licensed or sublicensed their rights in any material Intangible Property other than pursuant to the IP License Agreements (identifying for each its title, the parties and its date). No royalties, honoraria or other fees or sums are payable by any of Sellers to any third parties for the use of or right to use any Intangible Property except pursuant to the IP License Agreements. (c) Except as set forth on SCHEDULE 3.10(c), (i) each of Sellers has all ownership right, title and interest in or to, or have a valid right to use, CPA14 Subsidiaries free and clear of any and all EncumbrancesLiens, other than Permitted Encumbrancesexcept those that, individually or in the aggregate, would not reasonably be expected to have a CPA14 Material Adverse Effect, and neither CPA14 nor any such CPA14 Subsidiary has forfeited or otherwise relinquished any CPA14 Intangible Property which forfeiture has resulted in, individually or in the aggregate, or would reasonably be expected to result in a CPA14 Material Adverse Effect. To the Knowledge of CPA14, the Company Owned use of CPA14 Intangible Property by CPA14 or the CPA14 Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service xxxx, brand xxxx, brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other Person, and there have been no claims made, and neither CPA14 nor any of the CPA14 Subsidiaries has received any notice of any claims or otherwise has Knowledge of any claims that any of the CPA14 Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the CPA14 Intangible Property, and right except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would not reasonably be expected to all other material Intangible Property as necessary for the conduct of the Business as it is being conducted as of the date hereof; and (ii) the Company Owned Intangible Property, and, to the Knowledge of Sellers, material IP License Agreements, are subsisting, in full force and effect, and have not been cancelled, expired, or abandoned, and, to the Knowledge of the Sellers, are valid and enforceablea CPA14 Material Adverse Effect.

Intangible Property. (a) SCHEDULE 3.10(a)(i) sets forthSeller and the Seller Subsidiaries own, possess or have adequate rights to use all trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the Intangible Property owned by any operation of the Sellers Portfolio (including Intangible Property as to which any collectively, the "Seller has exclusive rights) ("Company Owned Intangible Property"), a true and complete list of all United States and foreign (i) Patents; (ii) Trademark registrations (including Internet domain registrations)except where the failure to possess or have adequate rights to use such properties, Trademark applications; and (iii) Copyright and mask work registrations and applications. Each Seller is listed individually or in the records aggregate, would not reasonably be expected to have a Portfolio Material Adverse Effect. All of the appropriate United States, state, or foreign registry as the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by any of Sellers, and identifies which Software is owned, licensed or leased, as the case may be. (b) SCHEDULE 3.10(b) sets forth a true and complete list of all material IP License Agreements. Sellers have not licensed or sublicensed their rights in any material Seller Intangible Property other than pursuant to is owned or licensed by Seller or the IP License Agreements (identifying for each its title, the parties and its date). No royalties, honoraria or other fees or sums are payable by any of Sellers to any third parties for the use of or right to use any Intangible Property except pursuant to the IP License Agreements. (c) Except as set forth on SCHEDULE 3.10(c), (i) each of Sellers has all ownership right, title and interest in or to, or have a valid right to use, Seller Subsidiaries free and clear of any and all EncumbrancesLiens, other than Permitted Encumbrancesexcept those that, individually or in the aggregate, would not reasonably be expected to have a Portfolio Material Adverse Effect, and neither Seller nor any such Seller Subsidiary has forfeited or otherwise relinquished any Seller Intangible Property which forfeiture, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Portfolio Material Adverse Effect. To the Knowledge of Seller, the Company Owned use of Seller Intangible Property by Seller or the Seller Subsidiaries does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, service xxxx, brand xxxx, brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other Person, and there have been no claims made, and neither Seller nor any of the Seller Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller Intangible Property, and right except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would not reasonably be expected to all other material Intangible Property as necessary for the conduct of the Business as it is being conducted as of the date hereof; and (ii) the Company Owned Intangible Property, and, to the Knowledge of Sellers, material IP License Agreements, are subsisting, in full force and effect, and have not been cancelled, expired, or abandoned, and, to the Knowledge of the Sellers, are valid and enforceablea Portfolio Material Adverse Effect.

Intangible Property. (a) SCHEDULE 3.10(a)(i) sets forth, for the Intangible Property owned by any of the Sellers (including Intangible Property as to which any Seller has exclusive rights) ("Company Owned Intangible Property"), a true and complete list of all United States and foreign (i) Patents; (ii) Trademark registrations (including Internet domain registrations), Trademark applications; and (iii) Copyright and mask work registrations and applications. Each Seller is listed in the records of the appropriate United States, state, or foreign registry as the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by any of Sellers, and identifies which Software is owned, licensed or leased, as the case may be. (b) SCHEDULE 3.10(b) sets forth a true and complete list of all material IP License Agreements. Sellers have not licensed or sublicensed their rights in any material Intangible Property other than pursuant to the IP License Agreements (identifying for each its title, the parties and its date). No royalties, honoraria or other fees or sums are payable by any of Sellers to any third parties for the use of or right to use any Intangible Property except pursuant to the IP License Agreements. (c) Except as set forth on SCHEDULE 3.10(c), (i) each of Sellers has all ownership All right, title and interest of Seller, to the extent assignable, in and to the name "Park Center Plaza", Seller's interest in all refundable security deposits and prepaid rent, if any, under the Leases and any and all guaranties, letters of credit or toother credit enhancement relating to the Leases), or have a valid right to useany and all licenses, free permits, certificates of occupancy, development rights, plans and clear of all Encumbrancesspecifications, other than Permitted Encumbrances, the Company Owned Intangible Property, and right to all other material Intangible Property as necessary for the conduct of the Business as it is being conducted as of the date hereof; and (ii) the Company Owned Intangible Property, utility contracts and, to the Knowledge extent approved by Buyer pursuant to this Agreement, all other agreements relating to the ownership, use and operation of Sellersthe Property (collectively the "Intangible Property"). This Bxxx of Sale, material IP License AgreementsAssignment and Assumption is given pursuant to that certain purchase agreement captioned "PURCHASE AGREEMENT" dated as of , 199__ (as amended, the "Agreement"), between the Seller and Buyer, providing for, among other things, the assignment of the Personal Property, Leases, Service Agreements and Intangible Property. The covenants, agreements, and limitations (including, but not limited to, the limitations of liability provided in paragraph 9B of the Agreement) provided in the Agreement with respect to the property conveyed hereunder are subsistinghereby incorporated herein by this reference as if herein set out in full and shall inure to the benefit of and shall be binding upon Seller and Buyer, and their respective successors and assigns. Said property is conveyed "as is" without warranty or representation, except as expressly provided in (and subject to the limitations of) the Agreement. This Bxxx of Sale, Assignment and Assumption may be executed in one or more counterparts, each of which shall constitute an original, and all of which, when taken together, shall constitute one and the same instrument. Buyer hereby accepts the foregoing assignment of Personal Property, Leases, Service Agreements and Intangible Property assigned hereby and agrees to assume and discharge, in full force accordance with the terms thereof, all of the burdens and effect, and have not been cancelled, expired, or abandoned, andobligations of Seller thereunder, to the Knowledge extent the same arise from and after the date hereof. Seller shall continue to be responsible for all burdens and obligations of Seller under the SellersPersonal Property, are valid Leases, Service Agreements and enforceable.Intangible Property for the period prior to the date hereof and Buyer shall have no liability therefor. DATED: As of ________, 199__ SELLER:

Intangible Property. (a) SCHEDULE 3.10(a)(i) sets forthAll permits, for the licenses, sublicenses and other agreements or permissions under which any Seller is a licensee or otherwise authorized to use, practice, sublicense, distribute or otherwise commercially exploit in any manner any material Intangible Property owned by any of the Sellers (including Intangible Property as to which any Seller has exclusive rights) a third party ("Company Owned Intangible PropertyIP License-In Agreements") are set forth in Schedule 3.9(a)(i) and are binding against such Seller and in full force and effect, in each case except as would not reasonably be expected to have a Material Adverse Effect. Sellers have provided or made available true and accurate copies of all IP License-In Agreements to Buyer. Except as set forth on Schedule 3.9(a)(i), a true and complete list of all United States and foreign (i) Patents; (ii) Trademark registrations (including Internet domain registrations), Trademark applications; and (iii) Copyright and mask work registrations and applications. Each Seller is listed in the records of the appropriate United States, state, rights licensed under each IP License-In Agreement by Gasboy or foreign registry as the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by any of Sellers, and identifies which Software is owned, licensed or leasedTG Canada, as the case may be, will be exercisable by Buyer on and after the Closing to the same extent as by Gasboy or TG Canada, as the case may be, prior to the Closing. No loss or expiration (other than pursuant to its terms) of any material Intangible Property licensed to any Seller under any IP License-In Agreement is pending or reasonably foreseeable or, to the Knowledge of Sellers, threatened. No licensor under any IP License-In Agreement has any ownership or exclusive license rights in or with respect to any material improvements made by any Seller to the intellectual property licensed thereunder. All permits, licenses, sublicenses and other agreements or permissions under which any Seller is a licensor of any material Intangible Property ("IP License-Out Agreements") are set forth in Schedule 3.9(a)(ii) and are binding against such Seller and in full force and effect, in each case except as would not reasonably be expected to have a Material Adverse Effect. Sellers have provided or made available true and accurate copies of all IP License-Out Agreements to Buyer. (b) SCHEDULE 3.10(bExcept as set forth on Schedule 3.9(b) sets forth or as would not reasonably be expected to have a true Material Adverse Effect, Sellers (i) are the sole and complete list exclusive owners, free and clear of all material IP License Agreements. Sellers have not licensed or sublicensed Encumbrances (except Permitted Encumbrances), of all right, title and interest in their rights in any respective material Intangible Property other than pursuant except to the extent such Intangible Property is licensed by a third party to such Seller under an IP License Agreements License-In Agreement and designated as licensed-in Intangible Property in Schedule 3.9(b) (identifying for each its title"Licensed-In Intangible Property") and (ii) hold valid licenses with sufficient rights and authorizations to use or practice the Licensed-In Intangible Property as licensed to such Seller. Except as set forth on Schedule 3.9(b), Sellers have the parties right to use and its date). No royaltiesassign all right, honoraria title and interest in their respective Intangible Property without seeking the approval or other fees or sums are payable by consent of any of Sellers third party and without payments to any third parties for party. Except as indicated on the use of or right schedules to use this Agreement, the Intangible Property included in the Acquired Assets together with the Intangible Property to be licensed to Buyer under the Intangible Property License Agreement and any Intangible Property subject to a Contract which has been made available or provided to Buyer and Buyer has elected not to include as an Assumed Contract, constitutes all of the intellectual property necessary to conduct the Acquired Business as it is presently conducted, except pursuant as would not reasonably be expected to have a Material Adverse Effect. All registrations and applications for the Intangible Property are in full force and effect, except as would not reasonably be expected to have a Material Adverse Effect. There are no existing or, to the IP License AgreementsKnowledge of Sellers, threatened claims or proceedings by any Person relating to the use by any Seller of the Intangible Property or challenging its ownership of the same, except in each case as would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.9(b), to the Knowledge of Sellers, there are no material infringing or diluting uses of the Intangible Property, and no investigations are pending concerning the possibility of such infringing or diluting use. (c) Except as set forth on SCHEDULE 3.10(c), (iSchedule 3.9(c) each of Sellers has all ownership right, title and interest in or to, or have a valid right except to use, free and clear of all Encumbrances, other than Permitted Encumbrances, the Company Owned Intangible Property, and right extent resolved prior to all other material Intangible Property as necessary for the conduct of the Business as it is being conducted as of the date hereof; and (ii) the Company Owned Intangible Property, and, to the Knowledge of Sellers, material IP License Agreementsno Seller has interfered with, are subsistinginfringed upon, misappropriated, or otherwise come into conflict with any intellectual property rights of third parties. Except as set forth on Schedule 3.9(c) and except to the extent resolved prior to the date hereof, no Seller has received any written charge, complaint, claim, or notice alleging any such interference, infringement, misappropriation or violation, in full force each case except as would not reasonably be expected to have a Material Adverse Effect. No Intangible Property is subject to any outstanding order, judgment, decree or stipulation restricting the use thereof by any Seller or, in the case of any Intangible Property licensed to others, restricting the sale, transfer, assignment or licensing thereof by any Seller to any Person, in each case except as would not reasonably be expected to have a Material Adverse Effect. (d) Sellers have taken commercially reasonable steps to maintain the confidentiality of their trade secrets. (e) The rights licensed under each Intangible Property License Agreement will be enforceable in accordance with their terms, free and effect, clear of all Encumbrances (other than Permitted Encumbrances) and have not been cancelled, expired, or abandoned, and, exercisable by Buyer on and after the Closing and will be sufficient to operate the Knowledge of the Sellers, are valid and enforceableAcquired Business as presently conducted.

Intangible Property. (a) SCHEDULE 3.10(a)(i) sets forth, for Schedule 2.7 lists all of the Intangible Property owned by in which Seller (with respect to the Business) or Company has an interest. Such assets include all Permits or other rights with respect to any of the Sellers foregoing. Except as shown on Schedule 2.7, Seller (including with respect to the Business) and Company do not use any Intangible Property as by consent of any other Person, and are not required to which and do not make any payments to others with respect thereto, and such Intangible Property is owned by Seller has exclusive rights) ("or Company Owned Intangible Property")and is assignable free and clear of any Encumbrances. Seller and Company have in all material respects performed all obligations required to be performed by them, a true and complete list of all United States and foreign (i) Patents; (ii) Trademark registrations (including Internet domain registrations), Trademark applications; and (iii) Copyright and mask work registrations and applications. Each Seller is listed are not in the records default in any material respect under any Contract relating to any of the appropriate United States, state, foregoing. Neither Seller (with respect to the Business) nor Company has received any notice to the effect (and is not otherwise aware) that any such Intangible Property or foreign registry as the sole current owner its use by Seller or Company conflicts with any rights of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by any of Sellers, and identifies which Software is owned, licensed or leased, as the case may bePerson. (b) SCHEDULE 3.10(bExcept as otherwise set forth on Schedule 2.7: (i) sets forth Seller or Company owns, has the exclusive right to use, sell, license or dispose of, has exclusive right to bring actions for the infringement of Intellectual Property Rights related to, and has taken all appropriate actions and made all applicable applications and filings pursuant to applicable Laws to perfect or protect its interest in the Products as in existence on the date hereof; (ii) Seller or Company owns, has the exclusive right to use, sell, license or dispose of, has the exclusive right to bring actions for the infringement of, and has taken all appropriate actions and made all applicable applications and filings pursuant to applicable Laws to perfect or protect its interest in, all Intangible Property, necessary or required for the conduct of the Business; (iii) the execution, delivery and performance of this Agreement and the consummation of the other transactions contemplated hereby will not breach, violate or conflict with any Intangible Property, will not cause the forfeiture or termination or give rise to a true and complete list right of all material IP License Agreements. Sellers have not licensed forfeiture or sublicensed their rights termination of, or in any material way impair the right of Seller or Company to use, sell, license or dispose of or to bring any action for the infringement of, any Intangible Property; (iv) there are no royalties, honoraria, fees or other payments payable by Seller or Company to any Person by reason of the ownership, use, license, sale or disposition of the Products or any Intangible Property other than pursuant necessary or required for the conduct of the Business; (v) the manufacture, marketing, license, sale or use of any Product by Seller or Company will not violate any license or agreement with any third party; there is no pending or, to the IP License Agreements (identifying best knowledge of Seller and Company, threatened Action, nor is Seller or Company aware of a basis for each its titleany such Action, contesting the parties and its date). No royaltiesvalidity, honoraria or other fees or sums are payable by any of Sellers to any third parties for the use of ownership or right to use use, sell, license or dispose of any of the Products, nor has Seller or Company received any notice asserting that any of the Products or the proposed use, sale, license or disposition thereof conflicts or will conflict with the rights of any other party; (vi) Seller and Company have taken all steps necessary (including, without limitation, entering into appropriate confidentiality, non-disclosure and non-competition agreements with all officers, directors and employees of Seller and Company with access to or knowledge of the Intangible Property except pursuant and the Products) to safeguard and maintain the IP License Agreements.secrecy and confidentiality of, and its proprietary rights in, all such property and rights; (cvii) Except as set forth on SCHEDULE 3.10(c), (i) each employees of Sellers has Seller and Company have taken all ownership actions necessary to irrevocably assign or otherwise transfer to Seller or Company all of their respective right, title and interest in or to, or have a valid right and to use, free and clear of all Encumbrances, other than Permitted Encumbrances, the Company Owned Intangible Property, and right to all other material any Intangible Property as which are necessary or required for the conduct of the Business as it is being conducted as of the date hereofBusiness; and and (iiviii) the Company Owned Intangible PropertyProducts perform the functions and operations, and, to have the Knowledge of Sellers, material IP License Agreements, are subsisting, technical capabilities and meet or exceed the specifications appearing in full force Seller's and effect, Company's published and have not been cancelled, expired, or abandoned, and, to the Knowledge of the Sellers, are valid internal technical documentation and enforceablemarketing literature.

Intangible Property. (a) SCHEDULE 3.10(a)(i) sets forthCPA:14 and the CPA:14 Subsidiaries own, possess or have adequate rights to use all trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of CPA:14 and the CPA:14 Subsidiaries (collectively, the “CPA:14 Intangible Property”), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, would not reasonably be expected to have a CPA:14 Material Adverse Effect. All of the CPA:14 Intangible Property is owned or licensed by any of CPA:14 or the Sellers (including Intangible Property as to which any Seller has exclusive rights) ("Company Owned Intangible Property"), a true and complete list of all United States and foreign (i) Patents; (ii) Trademark registrations (including Internet domain registrations), Trademark applications; and (iii) Copyright and mask work registrations and applications. Each Seller is listed in the records of the appropriate United States, state, or foreign registry as the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by any of Sellers, and identifies which Software is owned, licensed or leased, as the case may be. (b) SCHEDULE 3.10(b) sets forth a true and complete list of all material IP License Agreements. Sellers have not licensed or sublicensed their rights in any material Intangible Property other than pursuant to the IP License Agreements (identifying for each its title, the parties and its date). No royalties, honoraria or other fees or sums are payable by any of Sellers to any third parties for the use of or right to use any Intangible Property except pursuant to the IP License Agreements. (c) Except as set forth on SCHEDULE 3.10(c), (i) each of Sellers has all ownership right, title and interest in or to, or have a valid right to use, CPA:14 Subsidiaries free and clear of any and all EncumbrancesLiens, other than Permitted Encumbrancesexcept those that, individually or in the aggregate, would not reasonably be expected to have a CPA:14 Material Adverse Effect, and neither CPA:14 nor any such CPA:14 Subsidiary has forfeited or otherwise relinquished any CPA:14 Intangible Property which forfeiture has resulted in, individually or in the aggregate, or would reasonably be expected to result in a CPA:14 Material Adverse Effect. To the Knowledge of CPA:14, the Company Owned use of CPA:14 Intangible Property by CPA:14 or the CPA:14 Subsidiaries does not in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service mxxx, brand mxxx, brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other Person, and there have been no claims made, and neither CPA:14 nor any of the CPA:14 Subsidiaries has received any notice of any claim or otherwise knows that any of the CPA:14 Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the CPA:14 Intangible Property, and right except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would not reasonably be expected to all other material Intangible Property as necessary for the conduct of the Business as it is being conducted as of the date hereof; and (ii) the Company Owned Intangible Property, and, to the Knowledge of Sellers, material IP License Agreements, are subsisting, in full force and effect, and have not been cancelled, expired, or abandoned, and, to the Knowledge of the Sellers, are valid and enforceablea CPA:14 Material Adverse Effect.

Intangible Property. (a) SCHEDULE 3.10(a)(i) sets forth, for the Intangible Property owned by any of the Sellers (including Intangible Property as to which any Seller has exclusive rights) ("Company Owned Intangible Property"), a true and complete list of all United States and foreign (i) Patents; (ii) Trademark registrations (including Internet domain registrations), Trademark applications; and (iii) Copyright and mask work registrations and applications. Each Seller is listed in the records of the appropriate United States, state, or foreign registry as the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by any of Sellers, and identifies which Software is owned, licensed or leased, as the case may be. (b) SCHEDULE 3.10(b) sets forth a true and complete list of all material IP License Agreements. Sellers have not licensed or sublicensed their rights in any material Intangible Property other than pursuant to the IP License Agreements (identifying for each its title, the parties and its date). No royalties, honoraria or other fees or sums are payable by any of Sellers to any third parties for the use of or right to use any Intangible Property except pursuant to the IP License Agreements. (c) Except as set forth on SCHEDULE 3.10(c)2.17 of the Seller and Shareholder Disclosure Schedule, the Seller has exclusive ownership of all patents, trademarks, service marks, trade names and copyrights; all applications to register any of the foregoing; all franchises, trade secrets, inventions, customer lists, manufacturing or other processes, designs, computer software, data compilations, research results and other confidential information and legally protected proprietary rights; whether any of the foregoing are owned or licensed (icollectively, "PROPRIETARY RIGHTS") each that are material to the Business of Sellers the Seller and that are used in its Business as presently conducted or to be used in its Business as it is contemplated to be conducted and the Seller has all ownership right, title and interest in or to, or have a valid the right to use, free and clear of claims or rights of others, all Encumbrances, other than Permitted Encumbrances, such Proprietary Rights. Buyer will have the Company Owned Intangible Property, and right to all other material Intangible Property as necessary for same rights under the conduct Seragen License Agreements listed in SCHEDULE 2.17(A) of the Business Seller and Shareholder Disclosure Schedule following the Closing as it is being conducted as of the date hereof; and (ii) the Company Owned Intangible Property, and, Seller had under such agreements prior to the Knowledge Closing. (b) Neither the Seller or the Shareholder has received any notices of Sellers, material IP License Agreements, are subsisting, in full force and effect, and have not been cancelled, expired, or abandonedinfringement by the Seller of any Proprietary Rights of others, and, to the Knowledge of the SellersSeller and the Shareholder none of the present activities, or contemplated activities under planning or development, of the Seller, or the Seller's products or Purchased Assets infringe on any Proprietary Rights of others, including unauthorized use of any confidential information or trade secrets of any person, including without limitation any former employer of any past or present employees of the Seller. Neither the Seller or the Shareholder is aware of any infringement or violation by others of the Proprietary Rights of the Seller, including any violation of Seller's confidential information. (c) All patents, patent applications, trademarks, trademark applications and registrations and registered copyrights (or applications therefor) which are valid owned by or licensed to Seller or used or to be used by Seller in its Business as presently conducted or contemplated are listed in SCHEDULE 2.17(C) of the Seller and enforceableShareholder Disclosure Schedule ("REGISTERED RIGHTS"). All of the Registered Rights owned by the Seller have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights, or the corresponding offices of other jurisdictions as identified on said Schedule, and have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and in each such other jurisdiction. To the Knowledge of the Seller and the Shareholder all of the Registered Rights licensed to the Seller have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights, or the corresponding offices of other jurisdictions as identified on said Schedule, and have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and in each such other jurisdiction. (d) The Seller's policies and procedures designed to establish and preserve its ownership of its Proprietary Rights are described in SCHEDULE 2.17(D) of the Seller and Shareholder Disclosure Schedule. In particular, without limitation of the foregoing, the Seller has (i) disclosed or made available confidential information and trade secrets of the Seller only to employees or consultants of the Seller who required such disclosure or access for the business purposes of the Seller and who have executed written confidentiality agreements governing their use of such confidential information and trade secrets; and (ii) required all professional and technical employees to execute agreements under which such employees are required to convey to Ligand or Seller ownership of all inventions and developments conceived or created by them in the course of their employment, ownership of all of which such inventions and developments which were owned by Ligand have been assigned by Ligand to Seller prior to the Closing. (e) To the Knowledge of the Seller and the Shareholder, none of the activities of the employees of the Seller on behalf of the Seller violates any agreements or arrangements which any such employees have with former employers currently in effect.

Intangible Property. (a) SCHEDULE 3.10(a)(i) sets forth, for the “Intangible Property owned by Property” means any and all of the Sellers following, anywhere in the world (including Intangible Property as to which any Seller has exclusive rightswhether national, international or otherwise) ("Company Owned Intangible Property")and all rights therein, a true and complete list of all United States and foreign arising therefrom, or associated therewith: (i) Patentstrademarks and service marks, trade names and logos, including all applications, registrations, translations, adaptations, derivations and combinations thereof and goodwill related to the foregoing; (ii) Trademark copyrights, including all applications and registrations related to the foregoing; (including Internet domain registrationsiii) trade secrets, confidential know-how and other confidential or proprietary information (including, without limitation, unpatented inventions, invention disclosures, moral and economic rights of authors or inventors, technical data, designs, and processes), Trademark applications; (iv) patents and patent applications and disclosures; and (iiiv) Copyright internet domain name registrations, applications and mask work reservations. Schedule 5.18 lists all patents, patent applications, trademark registrations and applications. Each Seller is listed pending applications for registration, copyright registrations and pending applications for registration and internet domain name registrations owned by Sellers used primarily in the records of Business or necessary to conduct the appropriate United States, state, or foreign registry Business as currently conducted (the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i“Seller Intangible Property”). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by any of Sellers, and identifies which Software is owned, licensed or leased, as the case may be. (b) SCHEDULE 3.10(b) sets forth a true and complete list of all material IP License Agreements. Sellers have not licensed or sublicensed their rights in any material Intangible Property other than pursuant to the IP License Agreements (identifying for each its title, the parties and its date). No royalties, honoraria or other fees or sums are payable by any of Sellers to any third parties for the use of or right to use any Intangible Property except pursuant to the IP License Agreements. (c) Except as set forth on SCHEDULE 3.10(c), (i) each of Sellers has all ownership right, title and interest in or to, own or have a valid right to useuse all Seller Intangible Property, free and clear of all EncumbrancesLiens, other than Permitted Encumbrances, the Company Owned Intangible Property, and right to all other material Liens. The Seller Intangible Property as necessary for currently licensed or used by Sellers, and the Sellers’ conduct of the Business as it currently conducted, do not infringe, violate or misappropriate the Intangible Property of any other Person. To the Sellers’ Knowledge, no Person is being conducted infringing, violating or misappropriating any Seller Intangible Property in any material respect. Except as set forth on Schedule 5.18, there is no, and during the past two (2) years there has been no, written claim or demand of the date hereof; and (ii) the Company Owned Intangible Propertyany Person pertaining to, andor any proceeding pending or, to the Knowledge of Sellers, material IP License Agreementsthreatened in writing, are subsisting, in full force and effect, and have not been cancelled, expired, or abandoned, and, to which alleges that the Knowledge conduct of the SellersBusiness infringes, are valid and enforceablemisappropriates, misuses or violates any Intangible Property of any Person in any material respect.

Intangible Property. (a) SCHEDULE 3.10(a)(i) 5.12 sets forth, for the Intangible Property with respect to each material Proprietary Asset (as defined below) owned by any of the or licensed to Sellers (including Intangible Property as to which any Seller has exclusive rights) ("Company Owned Intangible Property"), a true and complete list of all United States and foreign (i) Patents; (ii) Trademark registrations (including Internet domain registrations), Trademark applications; and (iii) Copyright and mask work registrations and applications. Each Seller is listed in the records of the appropriate United States, state, or foreign registry as the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased otherwise used by any of Sellers, Sellers and identifies the license agreement under which Software such Proprietary Asset is owned, being licensed or leased, to Sellers. Except for Permitted Liens (as the case may be. (bdefined in SCHEDULE 5.12) SCHEDULE 3.10(b) sets forth a true and complete list of all material IP License Agreements. Sellers have not licensed or sublicensed their rights in any material Intangible Property other than pursuant to the IP License Agreements (identifying for each its title, the parties and its date). No royalties, honoraria or other fees or sums are payable by any of Sellers to any third parties for the use of or right to use any Intangible Property except pursuant to the IP License Agreements. (c) Except as set forth on in SCHEDULE 3.10(c)5.12, (i) each Sellers have good, valid and marketable title to all of Sellers has all ownership right, title and interest in or to, or have a valid right to use, Proprietary Assets free and clear of all Encumbrancesliens and other encumbrances, and has a valid right to use all Proprietary Assets. The term "Proprietary Asset" means any: trademark (whether registered or unregistered), trademark application, trade name, fictitious business name, service mark (whether registered or unregistered), service mark application, xxxyright (whether registered or unregistered), coxxxxght application, patents, patent rights, original works of authorship, inventions, licenses, approvals, governmental authorizations, trade secrets, other than Permitted Encumbrancesintellectual property rights, customer list, franchise, or intangible asset, together with all goodwill related to the Company Owned Intangible Propertyforegoing. None of Sellers' registered, and right or applied for, Proprietary Assets have expired or terminated or have been abandoned, or are expected to all other material Intangible Property as necessary for expire or terminate or expected to be abandoned, within three years from the conduct date of the Business as it Closing. Sellers do not have any knowledge of any infringement by Sellers, of Proprietary Assets of others. There is no claim, action or proceeding being conducted as made or brought, or to its knowledge, being threatened, against Sellers regarding its Proprietary Assets. Sellers are unaware of any facts or circumstances which might give rise to any of the date hereof; foregoing infringements or claims, actions or proceedings. Sellers have taken reasonable security measures to protect the secrecy, confidentiality and (ii) the Company Owned Intangible Property, and, to the Knowledge value of Sellers, material IP License Agreements, are subsisting, in full force and effect, and have not been cancelled, expired, or abandoned, and, to the Knowledge all of the Sellers, are valid and enforceableits Proprietary Assets.

Intangible Property. (a) SCHEDULE 3.10(a)(i) sets forthFP Holding and each FP Subsidiary own or possess the right, for free of the Intangible claims of any third party, to use all material Intellectual Property, and licenses currently used by them in the conduct of their respective businesses, each of which is described in Section 4.12 of the FP Disclosure Schedule. Neither FP Holding nor any FP Subsidiary is aware of any other Person infringing or misappropriating any Intellectual Property used by them. To the knowledge of FP Holding, no material product or service offered and no material Intellectual Property, license or similar right owned by FP Holding or any FP Subsidiary infringed or infringes any rights of any other Person, and, as of the Sellers (including Intangible Property date hereof, neither FP Holding nor any FP Subsidiary has received written or, to its knowledge, oral notice of any claim of such infringement. FP Holding and each FP Subsidiary are not, and as a result of the execution and delivery of this Agreement or the performance of their obligations hereunder they will not be, in violation of any material licenses, sublicenses and other agreements as to which FP Holding or any Seller has exclusive rights) ("Company Owned Intangible FP Subsidiary is a party and pursuant to which FP Holding or such FP Subsidiary is authorized to use any third-party Intellectual Property"), which violation would reasonably be expected to have a true material adverse effect on FP Holding and complete list of all United States and foreign (i) Patents; (ii) Trademark registrations (including Internet domain registrations)the FP Subsidiaries, Trademark applications; and (iii) Copyright and mask work registrations and applications. Each Seller is listed in the records of the appropriate United States, state, or foreign registry taken as the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by any of Sellers, and identifies which Software is owned, licensed or leased, as the case may bea whole. (b) SCHEDULE 3.10(b) sets forth a true and complete list of all material IP License Agreements. Sellers have not licensed or sublicensed their rights As used in any material Intangible Property other than pursuant to the IP License Agreements (identifying for each its titlethis Agreement, the parties term “Intellectual Property” means all United States and its datenon-United States: (a) patents and patent applications; (b) all trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, domain names or uniform resource locators and corporate names (and all translations, adaptations, derivations and combinations of the foregoing). No royalties, honoraria or other fees or sums are payable by any together with the goodwill associated with each of Sellers to any third parties for the use of or right to use any Intangible Property except pursuant to the IP License Agreements. foregoing, and all applications, registrations and renewals thereof; (c) Except as set forth on SCHEDULE 3.10(cdesigns and design rights; (d) copyrights (registered or unregistered), (i) each works of Sellers has all ownership rightauthorship, title and interest in or tosoftware source code, or have a valid right to use, free and clear of all Encumbrances, other than Permitted Encumbrances, the Company Owned Intangible PropertyInternet website content, and right to all other material Intangible Property as necessary registrations and applications for the conduct of the Business as it is being conducted as of the date hereofregistration thereof; (e) trade secrets, know-how, formulae, patterns, compilations, devices, methods, techniques or processes, technical data, financial and marketing plans, customer and supplier lists and confidential or proprietary information; and (iif) other than those programs featuring non-negotiated or “click through” licenses, all material computer programs, databases and compilations, descriptions, flow-charts and other work product used to design, plan, organize and develop any of the Company Owned Intangible Propertyforegoing, and, to the Knowledge of Sellers, material IP License Agreements, are subsisting, in full force technology supporting and effectcontent contained on any owned or operated Internet sites, and have not been cancelledall documentation, expiredincluding user manuals and training materials, or abandoned, and, relating to the Knowledge any of the Sellers, are valid and enforceableforegoing.

Intangible Property. (a) SCHEDULE 3.10(a)(i) sets forth, for the Intangible Property owned by any of the Sellers (including Intangible Property as to which any Seller has exclusive rights) ("Company Owned Intangible Property"), a true and complete list of all United States and foreign (i) Patents; (ii) Trademark registrations (including Internet domain registrations), Trademark applications; and (iii) Copyright and mask work registrations and applications. Each Seller is listed in the records of the appropriate United States, state, or foreign registry as the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by any All of Sellers, and identifies which Software is owned, licensed or leased, as the case may be. (b) SCHEDULE 3.10(b) sets forth a true and complete list of all material IP License Agreements. Sellers have not licensed or sublicensed their rights in any material Intangible Property other than pursuant to the IP License Agreements (identifying for each its title, the parties and its date). No royalties, honoraria or other fees or sums are payable by any of Sellers to any third parties for the use of or right to use any Intangible Property except pursuant to the IP License Agreements. (c) Except as set forth on SCHEDULE 3.10(c), (i) each of Sellers has all ownership ' right, title and interest in or toand to the following property, or have a valid right to usethe extent assignable, free and clear of all Encumbrances, other than Permitted Encumbrances(collectively, the Company Owned "Intangible Property"): (1) all security deposits, licenses and permits relating to the ownership, operation and development of the Real Property, a listing of which MOP and Seller shall add in an amendment to the Seller Disclosure Statement within ten (10) Business Days following the Effective Date; (2) any rights held by Sellers to utilize and retain the name of the MOBs; (3) all guaranties, certificates, and right warranties received by Sellers from any contractor, manufacturer or other Person in connection with the acquisition, construction or operation of any of the Real Property a listing of which MOP and Seller shall add in an amendment to the Seller Disclosure Statement within ten (10) Business Days following the Effective Date; (4) all agreements, contracts, covenants, and restrictions related to or benefiting the Real Property and any and all assignable rights of Sellers thereunder, including development rights and entitlements, air rights, density rights, signage rights, and drainage rights, and all occupancy or rental support agreements relating to each of the Properties; (5) all approvals, licenses, authorizations, permits, and applications with or from Governmental Entities related to or benefiting the Real Property, a listing of which MOP and Seller shall add in an amendment to the Seller Disclosure Statement within ten (10) Business Days following the Effective Date; (6) all trademarks, service marks, trade names, fictitious names, telephone and facsimile numbers, post office box numbers, and other material intangible personal property of or related to the Real Property and owned by MOP or Sellers a listing of which MOP and Seller shall add in an amendment to the Seller Disclosure Statement within ten (10) Business Days following the Effective Date. As to the Intangible Property as necessary for not delineated on the conduct of the Business as it is being conducted Seller Disclosure Schedule as of the date hereof; and Effective Date but revealed in an amendment thereto as contemplated in this subparagraph (ii) f), if the Company Owned Intangible Propertynew matters shown on the Seller Disclosure Schedule reveal that the Seller lacks the approvals, andauthorizations, permits, etc. necessary to operate the Knowledge of Sellers, material IP License Agreements, are subsistingProperty in accordance with applicable legal requirements or if, in full force and effect, and have not been cancelled, expired, or abandoned, and, to the Knowledge of the Sellers, are valid and enforceable.Purchaser's

Intangible Property. (a) SCHEDULE 3.10(a)(i) sets forthSection 5.15 of the Xxxxxxx Disclosure Schedule contains a list of each patent, for the Intangible Property registered trademark, trade name, registered service xxxx and registered copyright owned by any or licensed to Xxxxxxx and/or its Subsidiaries and pending applications therefor, and each license or other agreement relating thereto. Except as set forth in Section 5.15 of the Sellers (including Intangible Property Xxxxxxx Disclosure Schedule, each of the foregoing is owned by the party shown on such Schedule as to which any Seller has exclusive rights) ("Company Owned Intangible Property")owning the same, a true free and complete list clear of all United States mortgages, claims, liens, security interests, charges and foreign (i) Patents; (ii) Trademark registrations (including Internet domain registrations)encumbrances and is in good standing and not the subject of any challenge or reexamination, Trademark applications; and (iii) Copyright and mask work registrations and applications. Each Seller is listed in the records of the appropriate United States, state, interference or foreign registry as the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by any of Sellers, and identifies which Software is owned, licensed or leased, as the case may beopposition proceeding. (b) SCHEDULE 3.10(bExcept as set forth in Section 5.15 of the Xxxxxxx Disclosure Schedule, to the knowledge of Xxxxxxx, all of Intellectual Property owned or used by Xxxxxxx or its Subsidiaries in their business (referred to herein as the "Xxxxxxx Intellectual Property") sets forth a true is owned by or licensed to Xxxxxxx or its Subsidiaries using same free and complete list clear of all material IP License Agreements. Sellers have not licensed or sublicensed their rights in any material Intangible Property other than pursuant to the IP License Agreements (identifying for each its titlemortgages, the parties claims, liens, security interests, charges and its date). No royalties, honoraria or other fees or sums are payable by any of Sellers to any third parties for the use of or right to use any Intangible Property except pursuant to the IP License Agreementsencumbrances. (c) Except as set forth on SCHEDULE 3.10(c)in Section 5.15 of the Xxxxxxx Disclosure Schedule, (i) each no licenses of Sellers has all ownership right, title and interest in or to, or rights have a valid right been granted to any person to use, free and clear of all Encumbrances, other than Permitted Encumbrances, the Company Owned Intangible Property, and right to all other material Intangible Property as necessary for the conduct of the Business as it is being conducted as of the date hereof; and (ii) the Company Owned Intangible Property, and, to the Knowledge knowledge of SellersXxxxxxx, material IP License Agreementsno person is infringing, are subsisting, in full force any of the Xxxxxxx Intellectual Property and effect, the business of Xxxxxxx and have its Subsidiaries is not been cancelled, expiredoperating under license of any Intellectual Property from, or abandonedother obligation to pay royalties to, and, any Person. There have been no claims made and neither Xxxxxxx nor any Subsidiary has received any notice or otherwise knows or has reason to the Knowledge believe that any of the SellersXxxxxxx Intellectual Property is invalid or conflicts with the asserted rights of others, are valid and enforceableor that the business of Xxxxxxx or its Subsidiaries conflicts with or infringes the Intellectual Property rights of others. There is no claim, suit or proceeding pending by or against Xxxxxxx or any of its Subsidiaries charging the infringement of any Intellectual Property.

Intangible Property. (ai) SCHEDULE 3.10(a)(i) sets forthSeller has not interfered with, for the Intangible Property owned by infringed upon, misappropriated, or violated any Proprietary Rights of any Person, Seller has no Knowledge of any facts that indicate a likelihood of any of the Sellers foregoing, and Seller has not ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including Intangible Property as any offers to which license or demands that Seller refrain from using any Proprietary Rights of any Person). To the Knowledge of Seller, no third party has interfered with, infringed upon, misappropriated, or violated any material Proprietary Rights of Seller, and Seller has exclusive rights) ("Company Owned Intangible Property"), no Knowledge of any facts that indicate a true and complete list likelihood of all United States and foreign (i) Patents; the foregoing. (ii) Trademark registrations (including Internet domain registrations), Trademark applications; and (iii) Copyright and mask work registrations and applications. Each Seller is listed in the records All of the appropriate United States, state, Proprietary Rights owned or foreign registry as the sole current owner of record for each application used by Seller are valid and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by any of Sellers, and identifies which Software is owned, licensed or leased, as the case may be. (b) SCHEDULE 3.10(b) sets forth a true and complete list of all material IP License Agreements. Sellers have not licensed or sublicensed their rights in any material Intangible Property other than pursuant to the IP License Agreements (identifying for each its title, the parties and its date). No royalties, honoraria or other fees or sums are payable by any of Sellers to any third parties for the use of or right to use any Intangible Property except pursuant to the IP License Agreements. (c) Except as set forth on SCHEDULE 3.10(c), (i) each of Sellers has all ownership right, title and interest in or to, or have a valid right to use, free and clear of all Encumbrances, other than Permitted Encumbrances, the Company Owned Intangible Property, and right to all other material Intangible Property as necessary for the conduct of the Business as it is being conducted as of the date hereof; and (ii) the Company Owned Intangible Property, enforceable and, to the Knowledge of SellersSeller, material IP License Agreementsnone of the Proprietary Rights owned or used by Seller has been misused. No claim by any Person contesting the validity, enforceability, use or ownership of any of the Proprietary Rights owned or used by Seller has been made, is currently outstanding or, to the Knowledge of Seller, is threatened, and there are subsistingno grounds for the same. (iii) Section 5.2(k)(iii) of the Disclosure Schedule identifies each patent or registration which has been issued to Seller with respect to any Proprietary Rights, identifies each pending patent application or application for registration which Seller has made with respect to any Proprietary Rights, and identifies each Contract or other permission which Seller has granted to any Person with respect to or that affects Seller's ability to use or disclose any Proprietary Rights (together with any exceptions) of Seller. The Seller has delivered to Buyer correct and complete copies of all such patents, registrations, applications, Contracts and permissions (as amended to date). Section 5.2(k)(iii) of the Disclosure Schedule also identifies each trade name or unregistered trademark used by Seller. (iv) Section 5.2(k)(iv) of the Disclosure Schedule identifies each item of Proprietary Rights that any Person owns and that Seller uses pursuant to any Contract or other permission or that affects Seller's ability to use or disclose any Proprietary Rights of a third party (excluding software licensed pursuant to shrink-wrap agreements for a total cost of less than $10,000 in the aggregate). Seller has delivered to Buyer correct and complete copies of all such Contracts and permissions (as amended to date). (v) With respect to each item of Proprietary Rights required to be identified in Section 5.2(k)(iii) or Section 5.2(k)(iv) of the Disclosure Schedule: (A) the Contract or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (B) no party to the Contract or permission is in breach or default, and have not been cancelledno event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, expiredmodification, or abandoned, and, acceleration thereunder; (C) no party to the Knowledge Contract or permission has repudiated any provision thereof; and (D) Seller has not granted any sublicense or similar right with respect to the Contract or permission. (vi) Seller owns or has a Contract to use all Proprietary Rights necessary for the operation of the Sellers, its business as currently conducted. The Proprietary Rights owned or used by Seller are valid and enforceablenot subject to any Liens.

Intangible Property. (a) SCHEDULE 3.10(a)(iSchedule 3.19 sets forth a list of each material trademark, trade name, patent, service xxxx, computer program (other than readily available off- the-shelf programs) sets forth, for the Intangible Property owned by any and copyright of the Sellers Company and its Subsidiaries as well as a list of all registrations thereof and pending applications therefor, and each material license or other contract relating thereto (including Intangible Property as to which any Seller has exclusive rights) (collectively, the "Company Owned ------- Intangible Property"). Other than the trademarks and service marks listed on ------------------- Schedule 3.19, a true the Company owns no material intellectual property which is necessary to permit the Company and complete list of its Subsidiaries to conduct their business as is currently being conducted. Except as set forth in Schedule 3.19, all United States and foreign (i) Patents; (ii) Trademark registrations (including Internet domain registrations), Trademark applications; and (iii) Copyright and mask work registrations and applications. Each Seller is listed in the records of the appropriate United StatesCompany Intangible Property set forth on Schedule 3.19 is owned by the Company or its Subsidiaries free and clear of any and all Liens, stateother than Permitted Liens. Except as set forth in Schedule 3.19, the use of the Company Intangible Property set forth on Schedule 3.19, and to the Knowledge of the Company, the use of Company Intangible Property other than the Company Intangible Property set forth on Schedule 3.19, by the Company or its Subsidiaries does not infringe upon any intellectual property right, including, without limitation, any trademark, trade name, patent, service xxxx, computer program, or foreign registry as copyright of any other Person and neither the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by Company nor any of Sellersits Subsidiaries has received any notice of any claim that any of the Company Intangible Property is invalid or unenforceable or violates or infringes upon the rights of any other Person and none of the Company Intangible Property has been abandoned, and identifies which Software is owned, licensed cancelled or leased, as the case may berendered unenforceable. (b) SCHEDULE 3.10(b) sets forth Each of the Company and its Subsidiaries owns, or has a true and complete list of valid right to use, all material IP License Agreements. Sellers have not licensed or sublicensed their rights in any material Company Intangible Property other than pursuant to the IP License Agreements (identifying for each its title, the parties and its date). No royalties, honoraria or other fees or sums are payable by any of Sellers to any third parties necessary for the use operation of or right to use any Intangible Property except pursuant to the IP License Agreementsits respective business. (c) Except as set forth on SCHEDULE 3.10(c)in Schedule 3.19, (i) each of Sellers has all ownership right, title and interest in the material licenses or to, or have a valid right other Contracts relating to use, free and clear of all Encumbrances, other than Permitted Encumbrancesthe Company Intangible Property (collectively, the "Company Owned Intangible Property, and right to all other material Intangible Property as necessary for the conduct of the Business as it Licenses") is being conducted as of the date hereof; and (ii) the Company Owned Intangible Property, and, to the Knowledge of Sellers, material IP License Agreements, are subsisting, in full force and effect------------------------------------ effect and is valid and enforceable in accordance with its terms, and have not been cancelled, expired, there is no default under any Company Intangible Property License either by the Company or abandoned, andany of its Subsidiaries or, to the Knowledge of the SellersCompany, are valid by any other party thereto and enforceablethere has been no failure to maintain or enforce any Company Owned Intangible Property.

Intangible Property. (ai) SCHEDULE 3.10(a)(iSeller's Disclosure Schedule sets forth a complete list and concise description of the following: (1) sets forthall trademarks, for service marks, trade names, label filings, patents, copyrights, royalty rights, logos, applications therefor and registrations thereof and inventions owned or used (pursuant to license agreements or otherwise) by Seller or any of its Subsidiaries in or applicable to the Intangible Property owned by businesses of Seller and its Subsidiaries (collectively, the "Proprietary Rights"), and the jurisdictions in which the Proprietary Rights have been registered, filed or issued; (2) contracts, agreements or understandings pursuant to which Seller or any of its Subsidiaries has authorized any person to use any of the Sellers Proprietary Rights; and (including Intangible Property as to 3) all research and development results, records of experiments, scientific, technical, engineering and marketing data and literature and other know-how, formulae and techniques, recorded or available in any form whatsoever which any are used in connection with the operation of the businesses of Seller has exclusive rights) and its Subsidiaries (Collectively, the "Company Owned Intangible PropertyTrade Secrets"), a true and complete list of all United States and foreign (i) Patents; . (ii) Trademark registrations (including Internet domain registrations)The Proprietary Rights have been properly registered, Trademark applications; filed or issued in the offices and jurisdictions in which such registration, filing or issuance is necessary to protect the rights therein of Company and its Subsidiaries for the conduct of their businesses, and all applicable fees due and payable have been paid. Except as otherwise indicated in Seller's Disclosure Schedule, Seller and its Subsidiaries are the sole and exclusive owners of the Proprietary Rights and the Trade Secrets and all rights related thereto. (iii) Copyright Except as set forth in Seller's Disclosure Schedule, there are no claims or demands of any person pertaining to the Proprietary Rights or the Trade Secrets or the rights of Seller and mask work registrations its Subsidiaries thereunder, and applications. Each no proceedings have been instituted or are pending or, to the knowledge of Seller, threatened which challenge the rights of Seller is listed in the records respect thereof, and none of the appropriate United Statesissued trademarks, stateservice marks, or foreign registry as the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is ownedtrade names, licensed or leased by any of Sellerslabel filings, and identifies which Software is ownedpatents, licensed or leasedcopyrights, logos, registrations thereof, or, as the case may be, the rights granted to Seller in respect thereof and to be listed in Seller's Disclosure Schedule,, infringes on or is being infringed upon by others, and none is subject to any outstanding order, decree, judgment, stipulation, injunction, restriction or agreement restricting the scope of the use by Seller. (biv) SCHEDULE 3.10(b) sets forth a true Except as disclosed in Seller's Disclosure Schedule, Seller is not infringing or violating, and complete list during the past five years, Seller has not infringed or violated, any Proprietary Rights of all material IP License Agreements. Sellers have not licensed others, nor used any confidential information or sublicensed their rights in trade secrets or patentable or unpatentable inventions of any material Intangible Property other than pursuant to the IP License Agreements (identifying for each its title, the parties and its date). No royalties, honoraria or other fees or sums are payable by former employer of any employee of Sellers to any third parties for the use of or right to use any Intangible Property except pursuant to the IP License AgreementsSeller. (cv) Except as set forth on SCHEDULE 3.10(c)is disclosed in Seller's Disclosure Schedule, Seller has no knowledge of any patented device or application therefor which could materially and adversely affect the operation of the businesses of Seller, as now conducted. (ivi) each of Sellers has all ownership rightExcept as indicated in Seller's Disclosure Schedule, title the Trade Secrets have been, and interest in or towill not be, or have a valid right disclosed by Seller to use, free and clear of all Encumbrances, any person other than Permitted Encumbrances, the Company Owned Intangible PropertyPurchaser and its agents and representatives, and right to comprise all other material Intangible Property as necessary for the conduct of the Business as it is being conducted as same necessary to permit the continued operation of the date hereof; businesses of Seller and (ii) the Company Owned Intangible Property, and, to the Knowledge of Sellers, material IP License Agreements, are subsisting, in full force and effect, and have not been cancelled, expired, or abandoned, and, to the Knowledge of the Sellers, are valid and enforceableits Subsidiaries.

Intangible Property. (a) SCHEDULE 3.10(a)(i) Schedule 5.24 sets forthforth a list of registered software, patents, trademarks, service marks, trade names, domain names, copyrights, and any applications for any of the foregoing, included in the Intangible Property owned by any Seller. Each Seller has full legal right, title and interest to or a valid and binding right under contract to use the Intangible Property, has not granted any rights in or to the same to any third party and has full and complete authority to sell, convey, transfer and assign all such Intangible Property. The Business as presently conducted, and the unrestricted conduct and the unrestricted use and exploitation of the Sellers (including Intangible Property, does not infringe or misappropriate any rights held or asserted by any Person, and to the Knowledge of Sellers, no Person is infringing on the Intangible Property. No Seller is, nor has it received written notice that it is, infringing any Intangible Property of any other Person, and no claim is pending or has been made in writing to such effect that has not been resolved. No Seller is required to make any royalty or other payments for the continued use of the Intangible Property. None of the Intangible Property has ever been declared invalid or unenforceable, or is the subject of any pending or threatened action for opposition, cancellation, declaration, infringement, or invalidity, unenforceability or misappropriation or like claim, action or proceeding. Except as disclosed in Schedule 5.24, (a) all registrations with and applications to which any Governmental Authority in respect of such Intangible Property are valid and in full force and effect and are not subject to the payment of any Taxes or maintenance fees or the taking of any other actions by such Seller to maintain their validity or effectiveness, (b) each Seller has taken commercially reasonable security measures to protect the secrecy, confidentiality and value of its trade secrets, and (c) no Seller is, nor has it received any written notice that it is, in default (or with the giving of notice or lapse of time or both, would be in default) under any Contract to use such Intangible Property. Each of the employees, agents, consultants or contractors of any Seller has exclusive rights) ("Company Owned Intangible Property")who have contributed to or participated in the creation or development of any copyrightable, a true and complete list of all United States and foreign patentable or trade secret material solely owned by any Seller created or developed such material as either: (i) Patents“work made for hire” for Seller; or (ii) Trademark registrations (including Internet domain registrations), Trademark applications; and (iii) Copyright and mask work registrations and applications. Each has assigned in favor of such Seller is listed in the records of the appropriate United States, state, or foreign registry as the sole current owner of record for each application and registration listed on SCHEDULE 3.10(a)(i). SCHEDULE 3.10(a)(ii) lists all material Software which is owned, licensed or leased by any of Sellers, and identifies which Software is owned, licensed or leased, as the case may be. (b) SCHEDULE 3.10(b) sets forth a true and complete list of all material IP License Agreements. Sellers have not licensed or sublicensed their rights in any material Intangible Property other than pursuant to the IP License Agreements (identifying for each its title, the parties and its date). No royalties, honoraria or other fees or sums are payable by any of Sellers to any third parties for the use of or right to use any Intangible Property except pursuant to the IP License Agreements. (c) Except as set forth on SCHEDULE 3.10(c), (i) each of Sellers has all ownership right, title and interest in or to, or have a valid right to use, free and clear of all Encumbrances, other than Permitted Encumbrances, the Company Owned Intangible Property, and right to all other material Intangible Property as necessary for the conduct of the Business as it is being conducted as of the date hereof; and (ii) the Company Owned Intangible Property, and, to the Knowledge of Sellers, material IP License Agreements, are subsisting, in full force and effect, and have not been cancelled, expired, or abandoned, and, to the Knowledge of the Sellers, are valid and enforceablesuch material.