Common use of Intellectual Property and Information Technology Clause in Contracts

Intellectual Property and Information Technology. 10.1 A member of the Astra Tech Group is the sole legal and beneficial owner of the Company Intellectual Property which is material to the Business as a whole. A member of the Astra Tech Group is the registered owner of the registered Company Intellectual Property and such registered Company Intellectual Property is free of any licences (or similar rights) to Third Parties. 10.2 The Disclosure Letter contains a copy of all material licensing or other arrangements under which any member of the Astra Tech Group has the use of any Intellectual Property owned by a Third Party, other than any licences for the use of standard packaged commercially available software. So far as the Seller is aware all such material licensing or other arrangements are valid and enforceable according to their respective terms. No member of the Astra Tech Group will be, as a result of this Agreement, in material default under any such material licence or other arrangement to which it is a party. 10.3 No written claims have been received in the two years prior to the Execution Date by any member of the Astra Tech Group challenging title to or the use of the Company Intellectual Property or claiming any right or interest therein, nor, so far as the Seller is aware, do circumstances exist that could reasonably be expected to lead to any such claims with respect to Company Intellectual Property which is material to the conduct of the Business. 10.4 Each employee and independent contractor of any member of the Astra Tech Group who, either alone or with others, has created, developed or invented any material Company Intellectual Property has, so far as the Seller is aware, entered into a written agreement with a member of the Astra Tech Group which obliged such employee or independent contractor to disclose and assign such material Company Intellectual Property to a member of the Astra Tech Group. 10.5 Within the two years prior to the Execution Date, no written claim concerning any infringement or threatened infringement of any of the Company Intellectual Property by any Third Party has been made by any member of the Astra Tech Group and, so far as the Seller is aware, there is and has been no infringement or threatened infringement of any of the Company Intellectual Property by any Third Party. 10.6 All application, registration and/or renewal fees due in respect of all of the registered Company Intellectual Property have been paid up to date. 10.7 So far as the Seller is aware, no Person is opposing any of the Company Intellectual Property and no claims have been made nor any proceedings commenced or threatened which adversely effect (or which if successful would adversely effect) the validity, enforcement or subsistence of any of the Company Intellectual Property. 10.8 So far as the Seller is aware, no part of the Business (excluding the Excluded Products) infringed, infringes or has been alleged to infringe any Intellectual Property of any other Person, nor gave, gives or has been alleged to give rise to any obligation to pay any royalty, remuneration or other sum relating to the use of Intellectual Property as a result of such infringement or alleged infringement. 10.9 No member of the Astra Tech Group has received any written notice alleging a breach by it of legislation and regulations relating to data protection in its jurisdiction of incorporation in the two years prior to the Execution Date nor, so far as the Seller is aware, do circumstances exist that could reasonably be expected to lead to any such breach. 10.10 The Information Technology material to the Business is either owned by a member of the Astra Tech Group or held by it on licence the terms of which are contained in the Disclosure Letter.

Intellectual Property and Information Technology. 10.1 A (A) Details of all registered Company IPR (and all applications for registration comprising part of Company IPR) and all registered Business IPR (and all applications for registration comprising part of Business IPR) are set out in the Disclosure Letter and such Intellectual Property is owned legally and beneficially and exclusively by the Company or member of the Astra Tech Vendor’s Group identified as owning it in the Disclosure Letter and the Company IPR is free of all charges, options, liens, equities and encumbrances, save for any agreement disclosed against Warranty 21(C) and any non-exclusive, non-material IP Licences granted by the sole legal and beneficial owner Companies in the ordinary course of the Transferring Business. All material unregistered Business IPR and material unregistered Company Intellectual Property which IPR is material to the Business as owned legally and beneficially and exclusively by a whole. A member of the Astra Tech Vendor’s Group is or a Company (as appropriate). (B) All renewal fees and other official registry fees due and payable at the registered owner date of Completion in respect of the registered rights referred to in the first sentence of sub-paragraph (A) have been paid. All steps reasonably required to be taken before Completion for the prosecution and maintenance of patents and patent applications of such Company IPR and Business IPR have been taken. (C) Each of the material licences and other material agreements relating to Intellectual Property and such registered or know-how (excluding computer software) granted to or by any Company Intellectual Property is free of any licences (or similar rights) to Third Parties. 10.2 The Disclosure Letter contains a copy of all material licensing or other arrangements under which any member of the Astra Tech Group has the use of any Intellectual Property owned by a Third Party, other than any licences for the use of standard packaged commercially available software. So far as the Seller is aware all such material licensing or other arrangements are valid and enforceable according to their respective terms. No member of the Astra Tech Group will be, as a result of this Agreement, in material default under any such material licence or other arrangement to which it is a party. 10.3 No written claims have been received in the two years prior to the Execution Date by any member of the Astra Tech Vendor’s Group challenging title in relation to the Transferring Business is either listed in the Data Room Index (with a complete copy contained in the Data Room) or a complete copy is contained in the use Disclosure Bundle. (D) None of the Company Intellectual Property or claiming Companies nor any right or interest therein, member of the Vendor’s Group nor, so far as the Seller Vendor is aware, do circumstances exist that could reasonably be expected any other party is in breach of any licence or other agreement relating to lead Intellectual Property or know-how (excluding computer software) granted to or by any Company, or to or by any member of the Vendor’s Group in relation to the Transferring Business. (E) So far as the Vendor is aware, there is no unauthorised use or infringement by any person of the Company IPR, the Business IPR, or know-how proprietary to a member of the Vendor’s Group which is used in the Transferring Business or know-how proprietary to any of the Companies, where the value of the claim in respect of such claims with respect infringement or unauthorised use is material in monetary terms (having regard to Company the size of the Transferring Business) or where such infringement or unauthorised use is, if continued, likely to have a material adverse effect on the Transferring Business. (F) So far as the Vendor is aware, the operations of the Transferring Business do not infringe or make unauthorised use of any Intellectual Property or know-how of any third party. (G) No Company has disclosed any of its proprietary know-how (which at the time of disclosure was confidential and material to the Transferring Business) to a third party except under an obligation of confidentiality and no member of the Vendor’s Group has disclosed any of its proprietary know-how relating to the Transferring Business (which at the time of disclosure was confidential and material to the Transferring Business) to a third party except under an obligation of confidentiality. (H) No Company nor any member of the Vendor’s Group has received written notice of any, and so far as the Vendor is aware there are no, oppositions or actions in existence or threatened for cancellation, revocation or challenging the validity or title in relation to any of the registered Intellectual Property referred to in the first sentence of sub-paragraph (A). (I) The Intellectual Property referred to in the first sentence of sub-paragraph (A) is subsisting and has not lapsed or been cancelled. (J) The Business IPR, the Company IPR and the Shared IPR is all the Intellectual Property currently owned by members of the Vendor’s Group: (i) which has been used commercially by or for the Transferring Business; or (ii) which is material to any research or development program of the Transferring Business, in each case, at or during the 36 months prior to the date of this Agreement (K) There are no orders, decrees, injunctions, judgments or other decisions by any court, arbitration, administrative or other tribunal of competent jurisdiction delivered prior to the date of this Agreement and still in force, restricting the rights of the Companies or any member of the Vendor’s Group (as appropriate) in respect of the Company IPR or the Business IPR. (L) So far as the Vendor is aware, all know-how and Intellectual Property arising from the research and development carried on at the Bedford Property in the 36 months prior to Completion is owned by the Companies except where otherwise provided for in agreements which are included in the Data Room. (M) The Business IPR includes (i) all trade marks owned by a member of the Vendor’s Group which are used in the Transferring Business (excluding the Unilever Marks); and (ii) all Intellectual Property owned by a member of the Vendor’s Group which is material to any products sold by the Transferring Business at the date of this Agreement . (N) The Monoclonal Assets set out in Attachment 7 are all the antibody clones and other cell lines owned by a Company or owned by or licensed to any member of the Vendor’s Group and (i) used commercially by or for the Transferring Business, or (ii) material to any research or development program material to the Transferring Business, in each case, at or during the 36 months prior to the date of this Agreement. (O) There have been no downtimes, equipment breakdowns or malfunctions, data loss or failures or defects in the IT Systems in the 12 months prior to the date of this Agreement which have had a material adverse effect upon the business of any Company or on the US Business. (P) Part 21 (P) of the Disclosure Letter contains a list of all the material licences to the Vendor’s Group of computer software which relate to the Transferring Business, and correctly identifies those: (i) which will not be assigned to the Purchaser at Completion; and (ii) which will be assigned to the Purchaser but require a third party consent to such assignment. (Q) None of the Companies nor so far as the Vendor is aware any other party is in breach of any agreement relating to the IT Systems which is material to the conduct of the Business. 10.4 Each employee Transferring Business and independent contractor of any member of the Astra Tech Group who, either alone or with others, has created, developed or invented any material to which a Company Intellectual Property has, so far as the Seller is aware, entered into a written agreement with a member of the Astra Tech Group which obliged such employee or independent contractor to disclose and assign such material Company Intellectual Property to a member of the Astra Tech Group. 10.5 Within the two years prior to the Execution Date, no written claim concerning any infringement or threatened infringement of any of the Company Intellectual Property by any Third Party has been made by any member of the Astra Tech Group and, so far as the Seller is aware, there is and has been no infringement or threatened infringement of any of the Company Intellectual Property by any Third Party. 10.6 All application, registration and/or renewal fees due in respect of all of the registered Company Intellectual Property have been paid up to date. 10.7 So far as the Seller is aware, no Person is opposing any of the Company Intellectual Property party and no claims have been made nor any proceedings commenced or threatened which adversely effect such agreement is capable of termination (or which if successful would adversely effectother than by the relevant Company) the validity, enforcement or subsistence of any of the Company Intellectual Property. 10.8 So far as the Seller is aware, no part of the Business (excluding the Excluded Products) infringed, infringes or has been alleged to infringe any Intellectual Property of any other Person, nor gave, gives or has been alleged to give rise to any obligation to pay any royalty, remuneration or other sum relating to the use of Intellectual Property as a result of such infringement or alleged infringement. 10.9 completion of the transaction contemplated by the Agreement. No member of the Astra Tech Vendor’s Group has received any written notice alleging a breach by it of legislation and regulations relating to data protection in its jurisdiction of incorporation in the two years prior to the Execution Date nor, so far as the Seller Vendor is aware, do circumstances exist that could reasonably be expected any other party, is in breach of any agreement relating to lead the IT Systems and to any which a member of the Vendor’s Group is a party and no such breach. 10.10 The Information Technology agreement which is material to the Transferring Business is either capable of termination (other than by the relevant member of the Vendor’s Group) as a result of completion of the transaction contemplated by the Agreement (excluding any agreement set out in paragraph 21(S) of the Disclosure Letter). (R) The Domain Names comprise all domain names: (i) used in the Transferring Business; and (ii) the rights to which are held by any member of the Vendor’s Group and incorporating any trade xxxx (other than the Unilever Marks) used in the Transferring Business. All fees and necessary administrative steps required before Completion to maintain such Domain Names have been paid or taken. (S) Part 21 (S) of the Disclosure Letter contains a list of assets and agreements (excluding licences of computer software) forming part of the IT Systems which are owned or held by a member of the Astra Tech Vendor’s Group and which will not be sold or held assigned (as appropriate) to the Purchaser. (T) The cash receipts (gross of any amounts due to Tax, including, without limitation, any withholding tax) from the licensing of Business IPR pursuant to the IP Licences listed in Attachment 15 for the 11 month period to 1st December, 2001 is no less than the amount which is £50,000 less than £5,170,000 and such amount represents the full amount of the income received by it on licence the terms Companies or any member of which are contained in the Disclosure LetterVendor’s Group pursuant to those licences of Business IPR for such period.

Intellectual Property and Information Technology. 10.1 A member 9.1 Complete, true and accurate details of all registrations and applications for registration or grant which are comprised in the Astra Tech Group is Company IP and in the Business IP are set out in the documents referred to in Parts 1 and 2 of Schedule 4 (Intellectual Property). 9.2 The Companies or the Business Sellers, as appropriate, are the sole legal and beneficial owners and (in the case of registered rights) the sole registered proprietors of the Company IP and the Business IP required to be set out under paragraph 9.1, free from any legal or equitable charge, mortgage or encumbrance on such ownership. 9.3 Either ICI or ICI C&P is the legal and the beneficial owner of the Company Intellectual Property to be licensed by it under the IP Agreement and has the full power, right and authority to grant all such licences. 9.4 All renewal and other fees in respect of all material Company IP and Business IP due up to Completion have been paid or will be paid before the relevant deadline. 9.5 No member of the ICI Group has agreed to assign to any person any of the Business IP or any of the Intellectual Property agreed to be licensed by ICI under the IP Agreement and no Company has agreed to assign to any person any of the Company IP. 9.6 Except for: (a) the Excluded IP; (b) Intellectual Property comprised in the Excluded ICI Systems; (c) Intellectual Property which is the subject of any Excluded Contract; and (d) all Intellectual Property relating to software and other information technology which is not currently used in the Business; Back to Contents all Intellectual Property which is or has been used (whether commercially or in development) in the Business and which, at the date hereof, is owned by or licensed to a member of the ICI Group: (e) constitutes Company IP or is licensed to a Company under a Company Contract which is not a Shared Contract; (f) is comprised in the Business IP or is licensed to a member of the ICI Group under a Business Contract which is not a Shared Contract; or (g) will be licensed to the Purchaser under the IP Agreement; or (h) will be made available to the Purchaser in the form of a service provided under a Transaction Document. 9.7 No member of the ICI Group has received any notice alleging that any Business IP or Company IP may be subject to a claim pursuant to ss 40 and 41 Patents Xxx 0000 or any equivalent legislation anywhere in the world. 9.8 No proceedings exist to which a member of the ICI Group or a Company is a party or, so far as the Warrantor is aware, are threatened against an ICI Group Member or a Company, in which the title to or validity of any of the patents, patent applications, registered trade marks or trade xxxx applications comprised in the Business IP or the Company IP is being or is threatened to be attacked or opposed. Details of all current patent opposition proceedings in which a Company is, or which relate to the Business and to which a relevant member of the ICI Group is, the opponent have been disclosed to the Purchaser in the Disclosure Letter. 9.9 So far as the Warrantor is aware, no member of the ICI Group has in the past 6 years materially infringed or is materially infringing the Intellectual Property rights of others in connection with the conduct of the Business or the business of any of the Companies. 9.10 So far as the Warrantor is aware, no third party has in the past 6 years materially infringed or is infringing any of the Business IP or the Company IP. 9.11 Copies or details of all material Business IP Contracts and Company IP Contracts have been disclosed to the Purchaser in the Disclosure Letter. 9.12 No member of the ICI Group nor, so far as the Warrantor is aware, any other person is in default in any material respect under any material Business IP Contract or material Company IP Contract and no member of the ICI Group has received written notice of any circumstances likely to give rise to any such default. 9.13 No confidential information comprised in the Business IP or the Company IP which is material to the Business as a whole. A member has been disclosed to any person other than in the ordinary and normal course of the Astra Tech Group is the registered owner business or under an obligation of the registered Company Intellectual Property and such registered Company Intellectual Property is free of any licences (or similar rights) to Third Partiesconfidence. 10.2 The Disclosure Letter contains a copy of all material licensing or other arrangements under which any member of the Astra Tech Group has the use of any Intellectual Property owned by a Third Party, other than any licences for the use of standard packaged commercially available software. 9.14 So far as the Seller is aware all such material licensing or other arrangements are valid and enforceable according to their respective terms. No member of the Astra Tech Group will be, as a result of this Agreement, in material default under any such material licence or other arrangement to which it is a party. 10.3 No written claims have been received in the two years prior to the Execution Date by any member of the Astra Tech Group challenging title to or the use of the Company Intellectual Property or claiming any right or interest therein, nor, so far as the Seller is aware, do circumstances exist that could reasonably be expected to lead to any such claims with respect to Company Intellectual Property which is material to the conduct of the Business. 10.4 Each employee and independent contractor of any member of the Astra Tech Group who, either alone or with others, has created, developed or invented any material Company Intellectual Property has, so far as the Seller is aware, entered into a written agreement with a member of the Astra Tech Group which obliged such employee or independent contractor to disclose and assign such material Company Intellectual Property to a member of the Astra Tech Group. 10.5 Within the two years prior to the Execution Date, no written claim concerning any infringement or threatened infringement of any of the Company Intellectual Property by any Third Party has been made by any member of the Astra Tech Group and, so far as the Seller is aware, there is and has been no infringement or threatened infringement of any of the Company Intellectual Property by any Third Party. 10.6 All application, registration and/or renewal fees due in respect of all of the registered Company Intellectual Property have been paid up to date. 10.7 So far as the Seller Warrantor is aware, no Person is opposing any member of the Company Intellectual Property ICI Group nor any other person, is in default in any material respect under any agreement referred to in paragraph 9.15 and no claims have been made nor any proceedings commenced or threatened which adversely effect (or which if successful would adversely effect) member of the validity, enforcement or subsistence ICI Group has received written notice of any of the Company Intellectual Property. 10.8 So far as the Seller is aware, no part of the Business (excluding the Excluded Products) infringed, infringes or has been alleged to infringe any Intellectual Property of any other Person, nor gave, gives or has been alleged circumstances likely to give rise to any obligation such default. Back to pay any royaltyContents 9.15 Copies or details of all material agreements (including all material licences, remuneration or other sum leases, development, maintenance, support, escrow, disaster recovery, outsourcing and services agreements but excluding those relating to the use of Intellectual Property as a result of such infringement or alleged infringement. 10.9 No member of the Astra Tech Group has received any written notice alleging a breach by it of legislation and regulations standard business software available “off-the-shelf”) relating to data protection in its jurisdiction of incorporation any information technology used in the two years prior Business (including any computer hardware, computer software or communications systems) and other than those transitional services provided in accordance with Schedule 21 (Information Technology) and those relating to Excluded ICI Systems have been disclosed to the Execution Date nor, so far as the Seller is aware, do circumstances exist that could reasonably be expected to lead to any such breach. 10.10 The Information Technology material to the Business is either owned by a member of the Astra Tech Group or held by it on licence the terms of which are contained Purchaser in the Disclosure Letter. 9.16 In the year immediately preceding the date of this Agreement, there have been no failures or breakdowns of any information technology (including any computer hardware or software, communications systems or databases) used in the Business, which have caused material disruption to the Business. 9.17 Copies of the IT security and disaster recovery policies relating to the Business have been disclosed to the Purchaser in the Disclosure Letter. 9.18 No notice has been served on any member of the ICI Group in relation to the Business alleging that it has failed to comply with any requirement of the Data Protection Xxx 0000 or in the case of any other data protection legislation anywhere in the world where the Business is carried on no written notice alleging any failure to comply therewith has been served on any member of the ICI Group. 9.19 A copy of all notifications under the Data Protection Act 1998 and any other relevant data protection legislation anywhere in the world where the Business is carried on, relating to the Business and a copy of the Business’ policy relating to that Act and such legislation, have been disclosed to the Purchaser in the Disclosure Letter.

Intellectual Property and Information Technology. 10.1 A member 12.1 None of the Astra Tech Group is the sole legal and beneficial owner of the Company Business Intellectual Property which is registered or is an application for registration. 12.2 Copies of all material licences of: (A) Business Intellectual Property granted to the Business as a whole. A member of the Astra Tech Group is the registered owner of the registered Company third party; and (B) Intellectual Property and know how, in each case granted to a Business Seller exclusively in relation to the Business, are set out in the Data Room. 12.3 So far as the Seller is aware no party to any of the licences referred to in paragraph 12.2 is in breach of any such registered Company licence where such breach would entitle the non-defaulting party to terminate such licence. 12.4 Neither the validity or subsistence of the Business Intellectual Property nor the right, title and interest of the Seller or any Business Seller in such Intellectual Property, is free the subject of any licences current, pending or threatened written challenge, claim or proceedings (including for opposition, cancellation, revocation or similar rightsrectification) nor has it been in the [***] months prior to Third Parties. 10.2 The Disclosure Letter contains a copy the date of all material licensing or other arrangements under which any member of the Astra Tech Group has the use of any Intellectual Property owned by a Third Party, other than any licences for the use of standard packaged commercially available softwarethis Agreement. So far as the Seller is aware all such material licensing aware, neither the validity or other arrangements are valid and enforceable according to their respective terms. No member subsistence of the Astra Tech Group will beIntellectual Property comprised in the Relevant Rights nor the right, title and interest of the owner of the Relevant Rights in such Intellectual Property is the subject of any current, pending or threatened written challenge, claim or proceedings (including for opposition, cancellation, revocation or rectification) nor has it been in the [***] months prior to the date of this Agreement. 12.5 No claim in writing has been made by a third party to (i) the Seller or any Business Seller or (ii) so far as a result the Seller is aware, the owner of the Relevant Rights, in each case in the [***] months prior to the date of this Agreement, in material default under which alleges that the operations of the Business infringe or misuse the Intellectual Property of a third party or which otherwise disputes the right of the Seller or any such material licence or other arrangement Business Seller to which it is a party. 10.3 No written claims have been received use the Business Intellectual Property in the two years prior to the Execution Date by any member of the Astra Tech Group challenging title to or the use of the Company Intellectual Property or claiming any right or interest thereinBusiness, noror, so far as the Seller is aware, do circumstances exist that could reasonably be expected disputes the right of the owner of the Relevant Rights to lead to any such claims with respect to Company use the Intellectual Property which comprised in the Relevant Rights in the Business. So far as the Seller is material to aware, the conduct activities of the Business do not infringe the Intellectual Property or know-how rights of any third party where such infringement would have more than an immaterial effect on the Business. 10.4 Each employee and independent contractor of any member of 12.6 No claim in writing has been made by (i) the Astra Tech Group who, either alone Seller or with others, has created, developed or invented any material Company Intellectual Property has, (ii) so far as the Seller is aware, entered into a written agreement with a member the owner of the Astra Tech Group which obliged such employee or independent contractor to disclose and assign such material Company Intellectual Property to a member of Relevant Rights, in each case in the Astra Tech Group. 10.5 Within the two years [***] months prior to the Execution Datedate of this Agreement, no written claim concerning any infringement which alleges that a third party is infringing or threatened infringement of any of misusing or is likely to infringe or misuse the Company Business Intellectual Property by any Third Party has been made by any member of or the Astra Tech Group and, so far as the Seller is aware, there is and has been no infringement or threatened infringement of any of the Company Intellectual Property by any Third Party. 10.6 All application, registration and/or renewal fees due comprised in respect of all of the registered Company Intellectual Property have been paid up to date. 10.7 Relevant Rights. So far as the Seller is aware, no Person third party is opposing infringing any Business Intellectual Property or any Intellectual Property comprised in the Relevant Rights, in each case where such infringement would have more than an immaterial effect on the Business. 12.7 There has been no material disruption to the commercial activities of the Company Intellectual Property and no claims have Business in the [***] months prior to the date of this Agreement which has been made nor caused by any proceedings commenced failure or threatened which adversely effect (or which if successful would adversely effect) the validity, enforcement or subsistence of any breakdown of the Company Intellectual PropertyInformation Technology used in the Business. 10.8 12.8 So far as the Seller is aware, no part the Seller has not disclosed to any person any of its Confidential Information relating to the Business except where such disclosure was made in the normal course of the Business (excluding and was made subject to an agreement under which the Excluded Products) infringed, infringes recipient is obliged to maintain its confidentiality or has been alleged to infringe any Intellectual Property of any restricted from using it other Person, nor gave, gives or has been alleged to give rise to any obligation to pay any royalty, remuneration or other sum relating to than for the use of Intellectual Property as a result of such infringement or alleged infringementpurposes for which it was disclosed by the Business. 10.9 No member of the Astra Tech Group has received any written notice alleging a breach by it of legislation and regulations relating to data protection in its jurisdiction of incorporation in the two years prior to the Execution Date nor, so far as the Seller is aware, do circumstances exist that could reasonably be expected to lead to any such breach. 10.10 The Information Technology material to the Business is either owned by a member of the Astra Tech Group or held by it on licence the terms of which are contained in the Disclosure Letter.

Intellectual Property and Information Technology. 10.1 A member of the Astra Tech Group is the sole legal and beneficial owner (a) Section 3.14(a) of the Company Intellectual Property which is material to the Business as a whole. A member Disclosure Letter sets forth all of the Astra Tech Group is the registered owner of the registered Company Intellectual Property and such registered Company Intellectual Property is free of any licences (or similar rights) to Third Parties. 10.2 The Disclosure Letter contains a copy of all material licensing or other arrangements under which any member of the Astra Tech Group has the use of any Registered Intellectual Property owned by a Third Partyany Xxxxxxxx Company (“Company Registered Intellectual Property”). Any and all renewal and maintenance fees, other than any licences for the use of standard packaged commercially available software. So far as the Seller is aware all such material licensing annuities or other arrangements are valid and enforceable according fees payable to their respective terms. No member of the Astra Tech Group will be, as a result of this Agreement, in material default under any such material licence Governmental Authority or other arrangement governing body required to which it is a party. 10.3 No written claims maintain each item of Company Registered Intellectual Property as active have been received in the two years paid prior to the Execution Date by any member of the Astra Tech Group challenging title to or the use payment deadlines. None of the Company Registered Intellectual Property has been adjudged to be invalid or claiming any right or interest thereinunenforceable, norand, so far as to the Seller is awareCompany’s Knowledge, do circumstances exist that could reasonably be expected to lead to any such claims with respect to none of the material Company Registered Intellectual Property which is material to the conduct invalid or unenforceable. (b) The Xxxxxxxx Companies own, or as of the Business. 10.4 Each employee and independent contractor of any member of the Astra Tech Group whoClosing will own, either alone or with others, has created, developed or invented any all material Company Owned Intellectual Property hassolely and exclusively and free and clear of all Liens except for Permitted Liens, so far as the Seller is aware, entered into a written agreement with a member of the Astra Tech Group which obliged such employee or independent contractor to disclose and assign such material Company Intellectual Property to a member of the Astra Tech Group. 10.5 Within the two years prior to the Execution Date, no written claim concerning any infringement or threatened infringement of neither this Agreement nor any of the Company Intellectual Property by any Third Party has been made by any member transactions contemplated hereby, including the Merger, will restrict or impair the right of the Astra Tech Group andXxxxxxxx Companies to transfer, so far as the Seller is awarealienate, there is and has been no infringement enforce or threatened infringement of license any of the such Company Intellectual Property by any Third Party. 10.6 All application, registration and/or renewal fees due in respect of all of the registered Company Intellectual Property have been paid up to date. 10.7 So far as the Seller is aware, no Person is opposing any of the Company Intellectual Property and no claims have been made nor any proceedings commenced or threatened which adversely effect (or which if successful would adversely effect) the validity, enforcement or subsistence of any of the Company Intellectual Property. 10.8 So far as the Seller is aware, no part of the Business (excluding the Excluded Products) infringed, infringes or has been alleged to infringe any Intellectual Property of any other Person, nor gave, gives or has been alleged to give rise to any obligation to pay any royalty, remuneration or other sum relating to the use of Owned Intellectual Property as a result such right exists as of such infringement or alleged infringementthe date hereof. 10.9 (c) No member of the Astra Tech Group Xxxxxxxx Company has received any written notice alleging a breach by it of legislation and regulations relating to data protection in its jurisdiction of incorporation in within the two years three-year period prior to the Execution Date nordate of this Agreement alleging or claiming that the conduct of the business of any Xxxxxxxx Company infringes, so far misappropriates or otherwise violates the Intellectual Property of any third party, except as set forth on Section 3.14(c) of the Seller is awareCompany Disclosure Letter. As of the date of this Agreement (i) there are no pending Actions or, to the Company’s Knowledge, Actions threatened in writing, (A) alleging that the operation of the business of any Xxxxxxxx Company infringes, misappropriates or otherwise violates the Intellectual Property of any third party, or infringed, misappropriated or otherwise violated the Intellectual Property of any third party, or (B) challenging the ownership, registrability, possession, use, validity or enforceability of any material Company Owned Intellectual Property (other than ordinary course and routine office actions and other similar proceedings that may be pending before the United States Patent and Trademark Office or its foreign equivalents associated with the application for Intellectual Property); (ii) the conduct and operations of the business of the Xxxxxxxx Companies (including the manufacture and sale of their products) have not, since January 1, 2016, infringed, misappropriated or otherwise violated, and as currently conducted, do circumstances exist not infringe, misappropriate or otherwise violate the Intellectual Property of any third party in a manner that could reasonably be expected to lead to any such breach. 10.10 The Information Technology would result in liability that is material to the Business Xxxxxxxx Companies, and (iii) to the Company’s Knowledge, no third party is either infringing, misappropriating or otherwise violating any material Company Owned Intellectual Property. (d) The Xxxxxxxx Companies have taken commercially reasonable steps to maintain and protect the Company Owned Intellectual Property, including to protect and preserve the confidentiality of all Trade Secrets and other confidential information included in the Company Owned Intellectual Property. (e) The Xxxxxxxx Companies have reasonable procedures in place to provide that all material Intellectual Property conceived or developed by employees or third parties in the course of developing Company technology or any products of the Xxxxxxxx Companies, vest in or are otherwise assigned to a Xxxxxxxx Company, as applicable. Without limiting the foregoing, each employee of each Xxxxxxxx Company who has conceived or developed any material Company Owned Intellectual Property for a Xxxxxxxx Company has entered into a written non-disclosure and assignment agreement with such Xxxxxxxx Company that assigns to such Xxxxxxxx Company all such material Intellectual Property conceived or developed by such employee during the performance of any development services for such Xxxxxxxx Company, except as prohibited by applicable Law or where ownership of such material Intellectual Property would vest in such Xxxxxxxx Company by operation of Law. (f) Neither this Agreement nor any of the transactions contemplated hereby, including the Merger, will result in: (A) to the Company’s knowledge, any Material Contract granting to any third party any right or license to any material Intellectual Property owned by the Surviving Corporation or Parent; (B) any Contract to which a Xxxxxxxx Company is a party (other than a Material Contract) granting to any third party any right or license to any material Intellectual Property owned by the Surviving Corporation or Parent; (C) any Xxxxxxxx Company being obligated to pay under any Contract to which such Xxxxxxxx Company is a party relating to the granting of rights under Intellectual Property any royalties or other material amounts, or offer any discounts, to any third party in excess of those payable by, or required to be offered by, any of them, respectively, in the absence of this Agreement or the transactions contemplated hereby, including the Merger; or (D) the release of any Software owned by a member Xxxxxxxx Company from escrow. (g) No Open Source Software is or has been incorporated or embedded in, linked to, or combined or distributed with, any products of the Astra Tech Group Xxxxxxxx Companies or any Company Software, in each case in a manner that requires any material Company Software or any products of the Xxxxxxxx Companies to be licensed pursuant to the term of any Open Source License. (h) No Xxxxxxxx Company is subject to any agreement with any standards body or other similar entity that would obligate or require any Xxxxxxxx Company to offer or grant licenses or rights to or otherwise impair or limit any Xxxxxxxx Company’s control, enforcement or use of, any Company Owned Intellectual Property. (i) No Governmental Authority, university or other educational institution has been engaged by a Xxxxxxxx Company to conduct research and development in connection with the business of the Xxxxxxxx Companies under an agreement or arrangement that would provide such Governmental Authority, university or other educational institution with any claim of ownership to any material Company Owned Intellectual Property. (i) The computers, computer software, hardware, servers, workstations, routers, hubs, switches, data communications lines, firmware, networks, and all other information technology equipment assets owned or controlled by the Xxxxxxxx Companies held by or under the control of the Xxxxxxxx Companies (collectively, the “IT Assets”) operate and perform in a manner sufficient to permit the Xxxxxxxx Companies to conduct the business of the Xxxxxxxx Companies as currently conducted, (ii) since January 1, 2016, the Xxxxxxxx Companies have taken commercially reasonable actions to protect the confidentiality, integrity, operation and security of the IT Assets (and all information and transactions stored or contained therein or transmitted thereby) against any unauthorized use, access, interruption, modification or corruption, and (iii) to the Company’s Knowledge, since January 1, 2016, there has been no material unauthorized use, access, interruption, modification or corruption of any IT Assets of the Xxxxxxxx Companies. (k) No Xxxxxxxx Company is a party to or bound by any Order that requires it on licence to grant to any third party any license, covenant not to xxx, immunity or other right with respect to any Company Owned Intellectual Property. (l) The Xxxxxxxx Companies maintain procedures regarding data security and privacy, including administrative, technical and physical safeguards, that are designed for the terms Xxxxxxxx Companies to be in compliance with, and the Xxxxxxxx Companies are in all material respects in compliance with, all applicable Privacy Laws. To the Company’s Knowledge, there is no complaint to, proceeding, investigation or claim, pending, or threatened in writing, against the Xxxxxxxx Companies by any Governmental Authority, or by any Person in respect of which the collection, use, processing, retention, transfer, or disclosure of Personal Data held by or under the control of the Xxxxxxxx Companies. Since January 1, 2016, to the Knowledge of the Company, there have been no material losses or thefts of, or any material unauthorized access to, misuse of, damage to, or material data or security breaches relating to, any Personal Data held by or under the control of the Xxxxxxxx Companies that are contained in required to be disclosed or reported by the Disclosure LetterCompany or any of its Subsidiaries under applicable Privacy Law.

Intellectual Property and Information Technology. 10.1 A member of the Astra Tech Group is the sole legal and beneficial owner of the 4.4.1 The Company Intellectual Property which is material to legally and beneficially owned by the Business as a wholerelevant Group Company, free from any licence, Encumbrance, restriction on use or disclosure obligation. A member Details of the Astra Tech Group is the registered owner of the all registered Company Intellectual Property and such registered Company Intellectual Property is free of any licences (or similar rights) to Third Partiesare set out in Schedule 8. 10.2 The Disclosure Letter contains a copy of all material licensing 4.4.2 No Group Company has granted any licence, assignment or other arrangements under which any member of the Astra Tech Group has the use of any Intellectual Property owned by a Third Party, other than any licences for the use of standard packaged commercially available software. So far as the Seller is aware all such material licensing or other arrangements are valid and enforceable according to their respective terms. No member of the Astra Tech Group will be, as a result of this Agreement, in material default under any such material licence or other arrangement to which it is a party. 10.3 No written claims have been received in the two years prior to the Execution Date by any member of the Astra Tech Group challenging title to or the use of the Company Intellectual Property or claiming any right or interest therein, nor, so far as the Seller is aware, do circumstances exist that could reasonably be expected to lead to any such claims with respect to Company Intellectual Property which is material to the conduct of the Business. 10.4 Each employee and independent contractor of any member of the Astra Tech Group who, either alone or with others, has created, developed or invented any material Company Intellectual Property has, so far as the Seller is aware, entered into a written agreement with a member of the Astra Tech Group which obliged such employee or independent contractor to disclose and assign such material Company Intellectual Property to a member of the Astra Tech Group. 10.5 Within the two years prior to the Execution Date, no written claim concerning any infringement or threatened infringement of any of the Company Intellectual Property by any Third Party has been made by any member of the Astra Tech Group and, so far as the Seller is aware, there is and has been no infringement or threatened infringement of any of the Company Intellectual Property by any Third Party. 10.6 All application, registration and/or renewal fees due in respect of all of the registered Company Intellectual Property have been paid up to date. 10.7 So far as the Seller is aware, no Person is opposing any of the Company Intellectual Property and no claims have been made nor any proceedings commenced or threatened which adversely effect (or which if successful would adversely effect) the validity, enforcement or subsistence of any of the Company Intellectual Property. 10.8 4.4.3 The Disclosure Letter sets out references to the document numbers of the Data Room where Intellectual Property Agreements are disclosed and to which each Group Company is a party, other than in respect of prepackaged software agreements, where information in relation to such agreements is disclosed in the Data Room. No Group Company is in breach of any such agreement and, so far as the Principal Shareholders are aware, no third party is in breach of any such agreement and all such agreements are in force and subsisting. 4.4.4 The Company Intellectual Property is not and, so far as the Sellers are aware, will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement or otherwise. 4.4.5 So far as the Seller is Principal Shareholders are aware, no part the activities, processes, methods, products or services carried out, used, manufactured, dealt in or supplied on or before the date of this agreement by each Group Company: (a) do not involve the Business (excluding the Excluded Products) infringed, infringes or has been alleged to infringe any unlicensed use of a third party's Intellectual Property or confidential information; (b) do not at the date of any other Personthis agreement, nor gavedid they at the time carried out, gives used, manufactured, dealt in or has been alleged to give rise to any obligation to pay any royaltysupplied, remuneration or other sum relating to infringe the use of Intellectual Property as a result (including moral rights) of such infringement or alleged infringementanother person. 10.9 4.4.6 No member of the Astra Tech Group Company has received claimed that a person is infringing any written notice alleging a breach by it of legislation and regulations relating to data protection in its jurisdiction of incorporation in the two years prior to the Execution Date Company Intellectual Property, nor, so far as the Seller Principal Shareholders are aware is aware, do circumstances exist that could reasonably be expected there any fact or matter which would give rise to lead to any such breacha claim. 10.10 4.4.7 Each Group Company owns or is licensed to use all Intellectual Property used in the operation of the business of each Group Company as now conducted. 4.4.8 Each Group Company has taken commercially reasonable steps to maintain the confidentiality of all material Confidential Information of the Group. The Group enforces a policy that requires all employees and contractors of the Group, other than hourly paid employees, to execute either employment or consultancy contracts containing provisions pursuant to which such employees or contractors (as the case may be) agree not to disclose any Confidential Information and to assign inventions to the employing or engaging Group Company, substantially in the Group's standard forms. Hourly paid employees do not obtain any access to Confidential Information. No Group Company has disclosed nor has any obligation to disclose to another person any Confidential Information, except pursuant to a confidentiality agreement or undertaking. To the Sellers' Knowledge, no person has breached any agreement or undertaking relating to Confidential Information nor are the Sellers aware of any fact or matter which may give rise to such a breach 4.4.9 The Information Technology systems owned by or licensed to each Group Company: (a) comprise all material computer hardware and software systems used in the operation of the business of each Group Company as carried on at the date of this agreement; (b) have not during the twelve months prior to the date of this agreement failed to perform in any way that materially adversely affected the business of any Group Company; and (c) have been maintained consistently with each Group Company's plans for that system. 4.4.10 No Group Company is in material breach of any agreement relating to Information Technology. 4.4.11 Each Group Company has in place procedures intended to reduce the risk of unauthorised external access to data, the introduction of viruses, taking and storing on site and off site back up copies of software and data material to the Business is either owned by a member of the Astra Tech Group or held by it on licence the terms of which are contained in the Disclosure Letterits business.

Intellectual Property and Information Technology. 10.1 A member (a) Schedule 3.10(a) sets forth a complete and accurate list of all Company Registered Intellectual Property (except for domain names), together with the application or registration number, date of filing or issuance, jurisdiction where each is registered or applied for and the identity of the Astra Tech applicant or legal or registered owner. To the Knowledge of Seller, the Company Registered Intellectual Property is valid and enforceable. (b) Except as set forth on Schedule 3.10(b), or as otherwise would not be material to the operations of any Company Group’s business, a Company Group Member is the sole legal exclusive owner of any Company Intellectual Property, free and beneficial owner clear of all Liens, other than Permitted Liens and, to the Knowledge of Sellers, possesses the valid and enforceable rights to use all other Intellectual Property to the extent such rights are required in connection with the present and currently contemplated conduct of the Company Group’s business (the “Licensed Intellectual Property which is material Property”, and together with the Company Intellectual Property, the “Business Intellectual Property”). The Company Group has paid all maintenance fees, renewal fees or annuity expenses due for payment prior to the Business as a whole. A member Closing Date for maintenance of the Astra Tech Group is the registered owner of the registered Company Intellectual Property and such registered Company Intellectual Property is free of any licences (or similar rights) to Third Parties. 10.2 The Disclosure Letter contains a copy of all material licensing or other arrangements under which any member of the Astra Tech Group has the use of any Registered Intellectual Property owned by a Third Party, other than any licences for the use of standard packaged commercially available software. So far as the Seller is aware all such material licensing or other arrangements are valid and enforceable according to their respective terms. No member of the Astra Tech Group will be, as a result of this Agreement, in material default under any such material licence or other arrangement to which it is a party. 10.3 No written claims have been received in the two years prior to the Execution Date by any member of the Astra Tech Group challenging title to or the use of the Company Intellectual Property or claiming any right or interest therein, nor, so far as the Seller is aware, do circumstances exist that could reasonably be expected to lead to any such claims with respect to Company Intellectual Property which is material to the conduct of the Business. 10.4 Each employee and independent contractor of any member of the Astra Tech Group who, either alone or with others, has created, developed or invented any material Company Intellectual Property has, so far as the Seller is aware, entered into a written agreement with a member of the Astra Tech Group which obliged such employee or independent contractor to disclose and assign such material Company Intellectual Property to a member of the Astra Tech Group. 10.5 Within the two years prior to the Execution Date(c) Except as set forth on Schedule 3.10(c), no written claim concerning Company Group Member has granted any infringement or threatened infringement Licenses to a third party except in the Ordinary Course for use of any of the Company Intellectual Property by any Third Party has been made by any member of the Astra Tech Group and, so far as the Seller is aware, there is and has been no infringement or threatened infringement of any of the Company Intellectual Property by any Third Party. 10.6 All application, registration and/or renewal fees due in respect of all of the registered Company Intellectual Property have been paid up to date. 10.7 So far as the Seller is aware, no Person is opposing any of the Company Intellectual Property and no claims have been made nor any proceedings commenced or threatened which adversely effect (or which if successful would adversely effect) the validity, enforcement or subsistence of any of the Company Intellectual Property. 10.8 So far (d) Except as the Seller is awareset forth on Schedule 3.10(d), no part of the Business since January 1, 2018, (excluding the Excluded Productsi) infringed, infringes or has been alleged to infringe any Intellectual Property of any other Person, nor gave, gives or has been alleged to give rise to any obligation to pay any royalty, remuneration or other sum relating to neither the use of Business Intellectual Property as a result of such infringement or alleged infringement. 10.9 No member by the Company Group nor the conduct of the Astra Tech Group Company Group’s business has received been and is not misappropriating, infringing upon or violating any written notice alleging a breach by it material Intellectual Property rights of legislation any Person, and regulations relating (ii) to data protection in its jurisdiction the Knowledge of incorporation in Sellers, no Person has been or is misappropriating, infringing or violating any material Company Intellectual Property. Except as set forth on Schedule 3.10(d), no Person has instituted or asserted any Actions (or, to the two years Knowledge of Sellers, threatened any Actions) during the 12-month period prior to the Execution Closing Date noragainst any Company Group Member alleging that such Company Group Member has violated, so far as infringed on or otherwise improperly used the Seller is awareIntellectual Property rights of such party. (e) To the Knowledge of Sellers, do circumstances exist each Person in the Company Group has taken commercially reasonable measures to protect and maintain the material trade secrets and confidential information (including proprietary Software) owned by or used or held for use by the Company Group. To the Knowledge of Sellers, there has been no unauthorized or illegal disclosure or use of any such material proprietary or confidential information. (f) The IT Assets (i) have not materially malfunctioned or failed since January 1, 2018 and, to the Knowledge of Sellers, there have been no unauthorized intrusions or breaches of the security of the IT Assets that could were or would reasonably be expected to lead to any such breach. 10.10 The Information Technology be material to the Business is either owned by a member business of the Astra Tech Company Group and (ii) do not, to the Knowledge of Sellers, contain any Malicious Code. The Company Group has in place commercially reasonable measures, consistent with industry standards, to protect the confidentiality, integrity and security of the IT Assets (and all information and transactions stored or held by it on licence the terms of which are contained therein or transmitted thereby) against any unauthorized use, access, interruption, modification or corruption. The Company Group has implemented commercially reasonable data backup, data storage, system redundancy and disaster avoidance and recovery procedures, as well as a commercially reasonable business continuity plan, in the Disclosure Lettereach case consistent with customary industry practices.

Intellectual Property and Information Technology. 10.1 A member Intellectual Property (A) So far as the Vendor is aware, there is no Intellectual Property which is necessary for carrying on the Business other than (i) Intellectual Property of which the Astra Tech Group Company is the sole legal and beneficial owner (free from any Encumbrance); and (ii) the Licensed IP. (B) A complete and accurate list of all registered Intellectual Property owned by the Company (and applications therefor) is set out in the Disclosure Letter. (C) A list of all material licences of Intellectual Property granted by or to the Company is set out in the Disclosure Letter. As at the date of this Agreement, the Company is not obliged to grant any licences of Intellectual Property of which it is the owner to third parties. (D) All the material Business IP is sufficiently documented to allow its use by persons reasonably trained or experienced in using Intellectual Property of a type similar to the Business IP. (E) All Know-How that has been developed by the Company that is material to the Business has been kept strictly confidential and has not been disclosed otherwise than subject to an obligation of confidentiality on the person to whom it was disclosed and subject to an obligation on that person not to use such Know-How other than for the purpose for which it was disclosed. (F) The Business IP other than the Licensed IP (i) is subsisting and, to the extent such Business IP is registered, the Company has, in its possession or under its control, documents to evidence the ownership thereof by the Company; and (ii) (a) so far as the Vendor is aware, is not being infringed and (b) nor has the Company received any written notice of any claim, opposition or action and, so far as the Vendor is aware, there is no circumstance which is likely to cause any such claim, opposition or action. (G) The Company has not received any written notice in the twenty-four months prior to the date of this Agreement alleging that any of the principal processes employed by or the principal products or services supplied by the Company infringe the Intellectual Property of any person. (H) So far as the Vendor is aware, the Licensed IP (i) is owned by the relevant licensor; and (ii) is not being infringed and nor is it the subject of any claim, opposition, court order or action. (I) In relation to IP Agreements (i) each of the IP Agreements which is material to the Business is in full force and effect and there exist no grounds upon which any of them may be terminated by any party; (ii) neither the Company, nor so far as the Vendor is aware, any other third party to any of the IP Agreements which is material to the Business, is in default; and (iii) the Company has neither given nor received notice of termination of any IP Agreements which are material to the Business. * - Confidential Treatment Requested. Omitted portions filed with the Securities and Exchange Commission. (J) Completion will not entitle any party to any IP Agreement which is material to the Business to exercise any rights (whether of termination or otherwise) which would not otherwise have arisen nor, as a whole. A member result of Completion, will any such party be relieved of any obligations under any such IP Agreement or the Company incur any liability to any person which would not otherwise have arisen. (K) Where information of a confidential nature has been developed or acquired by the Company for the purposes of the Astra Tech Group is Business in the registered owner five year period prior to the date of this Agreement, such information (except in so far as it has fallen into the public domain through no fault of the registered Company Intellectual Property or the Vendor’s Group) has been kept confidential and such registered Company Intellectual Property is free has not been disclosed otherwise than subject to an obligation of any licences (or similar rights) confidentiality being imposed on the person to Third Parties. 10.2 The Disclosure Letter contains a copy of all material licensing or other arrangements under which any member of whom the Astra Tech Group has the use of any Intellectual Property owned by a Third Party, other than any licences for the use of standard packaged commercially available softwareinformation was disclosed. So far as the Seller is aware all such material licensing or other arrangements are valid and enforceable according to their respective terms. No member of the Astra Tech Group will be, as a result of this Agreement, in material default under any such material licence or other arrangement to which it is a party. 10.3 No written claims have been received in the two years prior to the Execution Date by any member of the Astra Tech Group challenging title to or the use of the Company Intellectual Property or claiming any right or interest therein, nor, so far as the Seller Vendor is aware, do circumstances exist that could reasonably be expected there has been no breach of such confidentiality obligations by any third party in relation to lead to any such claims with respect to Company Intellectual Property information of a confidential nature which is material to the conduct of the Business. 10.4 Each employee (L) The Company and independent contractor of the Subsidiaries have not paid any member of sums to copyright collecting agencies or similar organisations anywhere in the Astra Tech Group who, either alone or with others, has created, developed or invented any material Company Intellectual Property has, so far as the Seller is aware, entered into a written agreement with a member of the Astra Tech Group which obliged such employee or independent contractor to disclose and assign such material Company Intellectual Property to a member of the Astra Tech Group. 10.5 Within the two years prior to the Execution Date, no written claim concerning any infringement or threatened infringement of any of the Company Intellectual Property by any Third Party has been made by any member of the Astra Tech Group world and, so far as the Seller Vendor is aware, there is and has been no infringement or threatened infringement liability to do so as at the date of any this Agreement. (M) Each of the Company Intellectual Property by any Third Party. 10.6 All applicationand Mobix Interactive Limited has the rights, registration and/or renewal fees due in respect of all of power and privileges to execute, deliver and perform its obligations under the registered Company Intellectual Property have been paid up to date. 10.7 Adrenalin Agreement, including the assignments made and the licenses granted therein. So far as the Seller Vendor is aware, no Person is opposing any of the intellectual property assigned by the Company Intellectual Property and no claims have been made nor Mobix Interactive Limited in the Adrenalin Agreement does not, to any proceedings commenced or threatened extent whatsoever in the manner in which adversely effect (or which if successful would adversely effect) the validity, enforcement or subsistence of any of such was used by the Company Intellectual Property. 10.8 So far as the Seller is awareand Mobix Interactive Limited prior to Completion, no part of the Business (excluding the Excluded Products) infringedbreach, infringes infringe, contravene or has been alleged to infringe interfere with any Intellectual Property intellectual property or other proprietary rights of any other Person, nor gave, gives or has been alleged to give rise to any obligation to pay any royalty, remuneration or other sum relating to the use of Intellectual Property as a result of such infringement or alleged infringementperson. 10.9 No member of the Astra Tech Group has received any written notice alleging a breach by it of legislation and regulations relating to data protection in its jurisdiction of incorporation in the two years prior to the Execution Date nor, so far as the Seller is aware, do circumstances exist that could reasonably be expected to lead to any such breach. 10.10 The Information Technology material to the Business is either owned by a member of the Astra Tech Group or held by it on licence the terms of which are contained in the Disclosure Letter.