Common use of Intellectual Property and Information Technology Clause in Contracts

Intellectual Property and Information Technology. (a) Section 4.19(a) of the Company Disclosure Schedule sets forth a list of all patents, registered trademarks, registered copyrights, Internet domain name registrations, any Internet account names and registrations (including domain names and social networking and media user names and handles) and pending applications for any patents, trademarks and copyrights owned by or purported to be owned by the Company or any Company Subsidiary (“Registered Company IP”) in each case (as applicable), specifying the record owner, jurisdiction, registration or application number. The Registered Company IP is subsisting and, to the Knowledge of the Company, is valid and enforceable and all renewal and maintenance fees therefor have been timely paid. (b) The Company and the Company Subsidiary have taken reasonable and customary steps in accordance with industry standards to maintain and enforce the Company Owned IP. The Company and the Company Subsidiaries have taken commercially reasonable steps to maintain the confidentiality of all Trade Secrets material to their respective businesses. (c) The Company or the Company Subsidiaries solely own all right title and interest, own, free and clear of all Liens (other than Permitted Liens), or have the rights to use, all Company Owned IP and Company IT Systems material to the conduct of their respective businesses as currently conducted. The foregoing representation and warranty is not intended to be a representation or warranty regarding the absence of infringement, misappropriation or other violation of Intellectual Property, which is addressed in Section 4.19(d) below. (d) Except as set forth on Section 4.19(d) of the Company Disclosure Schedule, (i) there are no pending or, to the Knowledge of the Company, threatened written claims or Proceedings (including any opposition, cancellation, revocation, review or other proceedings) against the Company or any Company Subsidiary alleging any infringement, misappropriation or other violation of the Intellectual Property of any Person by the Company or any Company Subsidiary, and, to the Knowledge of the Company, the operations of the businesses (including the products and services) of the Company and the Company Subsidiaries do not infringe, misappropriate or otherwise violate the Intellectual Property of any Person; and (ii) there are no pending or threatened written claims or Proceedings (including any opposition, cancellation, revocation, review or other proceedings) by the Company or any Company Subsidiary alleging any infringement, misappropriation or other violation by any Person of any material Company Owned IP, and, to the Knowledge of the Company, no Third Party has since January 1, 2021, infringed, misappropriated or otherwise violated any material Company Owned IP. (e) The Company IT Systems constitute all of the IT systems that are necessary and sufficient (including with respect to performance, security, integrity, working condition and capacity) to enable the Company and each Company Subsidiary to conduct business as presently conducted in all material respects. The Company IT Systems have not suffered any material security breach or failure (including any malfunction, failure, corruption, continued substandard performance, malicious code, cyber incident, or use of or other material disruption or impairment), and there has been no unauthorized access to or use of any Company IT systems (of any Software, information or data stored on any Company IT Systems. The Company and each Company Subsidiary have taken commercially reasonable actions, consistent with industry standards, to monitor and protect the confidentiality, integrity, availability, operation and security of the Company IT Systems, including implementing and maintaining appropriate backup, business continuity and disaster recovery policies, procedures and facilities, and Software support arrangements.

Intellectual Property and Information Technology. (a) Section 4.19(a4.20(a) of the Company Disclosure Schedule sets contains a true and complete list, as of the date of this Agreement, of all Company Products. (b) The Company and its Subsidiaries own or otherwise hold all rights in all Company IP necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted or as currently proposed to be conducted (the “Necessary IP”), free and clear of any Liens. The consummation of the transactions contemplated by this Agreement will not (i) alter, restrict, encumber or extinguish any rights in any Necessary IP, or (ii) result in the creation of any Lien with respect to any of the Company IP. (c) Section 4.20(c) of the Company Disclosure Schedule lists, as of the date of this Agreement, all claims and all threatened claims (i) alleging infringement, misappropriation or any other violation of any Intellectual Property rights of any Person by the Company or any of its Subsidiaries or by any Company Products, or (ii) challenging the scope, ownership, validity, or enforceability of any Company IP owned by the Company or any of its Subsidiaries or of the Company and its Subsidiaries’ rights under the Necessary IP. To the Knowledge of the Company, except as set forth on Section 4.20(c) of the Company Disclosure Schedule, no legal disputes or claims are pending or threatened that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property rights of any Person. (d) (i) Subject to Section 4.20(d) of the Company Disclosure Schedule, no Person, other than the Company and its Subsidiaries, possesses any current or contingent rights to license, sell or otherwise distribute the Company Products or other products or services utilizing Company IP that is owned by the Company or any of its Subsidiaries, and (ii) there are no restrictions binding on the Company or any Subsidiary respecting the disclosure, use, license, transfer or other disposition of any Company IP or Company Products. (e) Section 4.20(e)(i) of the Company Disclosure Schedule contains a true and complete list, as of the date of this Agreement, of all Company Registered IP. The Company and its Subsidiaries have taken all actions reasonably necessary to maintain and protect all material Company Registered IP, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions and disclosure of any required information, and recording all assignments (and licenses where required) of the Registered IP with the appropriate governmental authorities. Section 4.20(e)(ii) of the Company Disclosure Schedule includes a true and complete list as of the date of this Agreement of all material actions that must be taken within one hundred eighty (180) days of the date hereof with respect to any of the Company Registered IP. The Company and each of its Subsidiaries have complied in all material respects with all applicable notice and marking requirements for the Company Registered IP. None of the Company Registered IP has been adjudged invalid or unenforceable in whole or part and, to the Knowledge of the Company, none of the Company Registered IP is invalid or unenforceable. (f) The Company and its Subsidiaries have taken reasonable steps to protect their rights in the Company IP and to protect any confidential information provided to them by any other Person under obligation of confidentiality. Without limitation of the foregoing, the Company and its Subsidiaries have not made any of their material trade secrets or other material confidential or proprietary information that they intended to maintain as confidential (including source code with respect to Company Products) available to any other Person except pursuant to written agreements requiring such Person to maintain the confidentiality of such information or materials. (g) The Company and its Subsidiaries have obtained from all parties (including employees and current or former consultants and subcontractors) who have created any portion of, or otherwise who would have any rights in or to, any Company IP, valid and enforceable written assignments of any such work, invention, improvement or other rights to the Company and its Subsidiaries and have delivered or made available true and complete copies of such assignments to Parent. No Employee, consultant or former consultant of the Company or any of its Subsidiaries has ever excluded any Intellectual Property from any written assignment executed by any such Person in connection with work performed for or on behalf of the Company or any of its Subsidiaries. Except as set forth on Section 4.20(g) of the Company Disclosure Schedule, all amounts payable by the Company or any of its Subsidiaries to consultants and former consultants have been paid in full, other than current accounts payable that are not delinquent. (h) Section 4.20(h) of the Company Disclosure Schedule contains a complete and accurate list of (i) all third-party Intellectual Property (other than Third Party Software) sold with, incorporated into, distributed in connection with or used in the development of any Company Product (including any Company Product currently under development) and (ii) all other third-party Intellectual Property (other than Third Party Software) used or held for use for any purpose by the Company or any of its Subsidiaries that is material to the business of the Company and its Subsidiaries taken as a whole. (i) Section 4.20(i) of the Company Disclosure Schedule contains a complete and accurate list of all patentsThird Party Software, registered trademarkssetting forth for each such item (i) the name and version of such item, registered copyrights(ii) the name of the owner and/or licensor of such item, Internet domain name registrations(iii) all licenses and other agreements pursuant to which the Company or any of its Subsidiaries holds rights to such item, (iv) the Company Product(s), including version numbers, to which such item relates, if any, (v) whether such item is used internally by or on behalf of the Company or any of its Subsidiaries, (vi) whether such item is distributed by or on behalf of the Company or any of its Subsidiaries (whether on a standalone basis or as an embedded or bundled component) and, if so, whether such item is distributed in source, binary or other form, (vii) whether such item is hosted, offered as a service or made available in a service bureau or in any similar manner by or on behalf of the Company or any of its Subsidiaries (whether on a standalone basis or as an embedded or bundled component), (viii) whether the Company or any Subsidiary permits any third party to host, offer as a service or make available in a service bureau or in any similar manner such item (whether on a standalone basis or as an embedded or bundled component), (ix) whether such item has been modified by or on behalf of the Company or any of its Subsidiaries, (x) whether such item is used by or on behalf of the Company or any of its Subsidiaries to generate code or other material, and if so, a description (consistent with the disclosure requirements under clauses (v) through (ix) above) of the use, modification, hosting and/or distribution of such generated code or other material, (xi) a summary of the Company’s and its Subsidiaries’ payment history in respect of such item during the four (4) consecutive fiscal quarters ended September 30, 2011, (xii) whether such item is used or required (or generates code or other material that is used or required) to satisfy any obligation under any Support Agreement, and (xiii) solely with respect to any item in respect of which the Company or any Subsidiary made aggregate payments in excess of $25,000 during the four (4) fiscal quarters ended September 30, 2011, any Internet account names rights by a third party to audit or review any financial, license or royalty information, if any, with respect thereto. For purposes of this Section 4.20(i), Company Product includes any Company Product under development. Neither the Company nor any of its Subsidiaries has been subjected to an audit of any kind in connection with any license or other agreement pursuant to which the Company or any of its Subsidiaries hold rights to any Third Party Software, nor received any notice of intent to conduct any such audit. Neither the Company nor any Subsidiary has incorporated into any Company Product or otherwise accessed, used, modified or distributed any Third Party Software, in whole or in part, in a manner that may (A) require any Company IP to be licensed, sold, disclosed, distributed, hosted or otherwise made available, including in source code form and/or for the purpose of making derivative works, for any reason, (B) grant, or require the Company or any of its Subsidiaries to grant, the right to decompile, disassemble, reverse engineer or otherwise derive the source code or underlying structure of any Company IP, (C) limit in any manner the ability to charge license fees or otherwise seek compensation in connection with marketing, licensing or distribution of any Company IP or (D) otherwise impose any limitation, restriction or condition on the right or ability of the Company or any of its Subsidiaries to use, hold for use, license, host, distribute or otherwise dispose of any Company IP, and registrations neither the Company nor any of its Subsidiaries has any plans to do any of the foregoing. All information set forth in Section 4.20(i) of the Company Disclosure Schedule is true and complete. (j) The Company Products do not contain any computer code designed to disrupt, disable, harm, distort or otherwise impede in any manner the legitimate operation of such software by or for the Company or its authorized users, or any other associated software, firmware, hardware, computer system or network (including domain names and social networking and media user names and handleswithout limitation what are sometimes referred to as “viruses,” “worms,” “time bombs” and/or “back doors”). (k) and pending applications for Neither the Company nor any patentsof its Subsidiaries has (i) transferred ownership of, trademarks and copyrights or granted any exclusive license with respect to, any Company IP owned by or purported to be owned by the Company or any of its Subsidiaries to any other Person, (ii) granted any customer the right to use any Company Subsidiary Product or portion thereof on anything other than a non-exclusive basis or for anything other than such customer’s internal business purposes, or (“Registered Company IP”iii) in each case granted any Third Party the right to access or use any source code other than upon the occurrence of specified release events pursuant to a written source code escrow agreement, and no such release event has ever occurred or been claimed to have occurred. (as applicable), specifying the record owner, jurisdiction, registration or application number. The Registered Company IP is subsisting and, to the Knowledge l) None of the Company’s or any of its Subsidiaries’ agreements (including any agreement for the performance of professional services by or on the behalf of the Company or any of its Subsidiaries) confers upon any Person other than the Company or any of its Subsidiaries any ownership right, is valid and enforceable and all renewal and maintenance fees therefor have been timely paidexclusive license or other exclusive right with respect to any Intellectual Property developed or delivered in connection with such agreement. (bm) The No funding, facilities or personnel of any educational institution or Governmental Entity were used, directly or indirectly, to develop or create, in whole or in part, any Company IP owned or purported to be owned by the Company or any Subsidiary, including any portion of a Company Product. Neither the Company nor any Subsidiary is or has ever been a member or promoter of, or a contributor to, any industry standards body or similar organization that could compel the Company or such Subsidiary to grant or offer to any third party any license or right to such Company IP. Section 4.20(m) of the Company Disclosure Schedule sets forth a complete and accurate list of (i) any and all grants and similar funding received by the Company or any of its Subsidiaries (including their respective predecessors), including the name of the granting authority and the Company Subsidiary have taken reasonable status and customary steps in accordance with industry material terms thereof and (ii) any standards to maintain and enforce bodies or similar organizations of which the Company Owned IP. The Company and the Company or any of its Subsidiaries have taken commercially reasonable steps to maintain the confidentiality (or any of all Trade Secrets material to their respective businessespredecessors) has ever been a member, promoter or contributor. (cn) The Company or IT Assets operate and perform in all material respects in a manner that permits the Company and each of its Subsidiaries solely own all right title and interest, own, free and clear of all Liens (other than Permitted Liens), or have the rights to use, all Company Owned IP and Company IT Systems material to the conduct of their respective businesses as currently conducted. The foregoing representation and warranty is not intended to be a representation or warranty regarding the absence of infringement, misappropriation or other violation of Intellectual Property, which is addressed in Section 4.19(d) below. (d) Except as set forth on Section 4.19(d) of the Company Disclosure Schedule, (i) there are no pending or, to the Knowledge of the Company, threatened written claims or Proceedings (including any opposition, cancellation, revocation, review or other proceedings) against the Company or any Company Subsidiary alleging any infringement, misappropriation or other violation of the Intellectual Property of any Person by the Company or any Company Subsidiary, and, to the Knowledge of the Company, the operations of the businesses (including the products and services) of the Company and the Company Subsidiaries do not infringe, misappropriate or otherwise violate the Intellectual Property of any Person; and (ii) there are no pending or threatened written claims or Proceedings (including any opposition, cancellation, revocation, review or other proceedings) by the Company or any Company Subsidiary alleging any infringement, misappropriation or other violation by any Person of any material Company Owned IP, conducted and, to the Knowledge of the Company, no Third Party person has since January 1, 2021, infringed, misappropriated gained unauthorized access to or otherwise violated interfered with the operation of any material Company Owned IP. (e) The Company IT Systems constitute Asset. In all matters related to the business of the IT systems that are necessary Company and sufficient (including with respect to performanceits Subsidiaries, security, integrity, working condition and capacity) to enable the Company and each Company Subsidiary to conduct business as presently conducted in all material respects. The Company IT Systems have not suffered any material security breach or failure (including any malfunctionof its Subsidiaries has implemented and followed reasonable security, failure, corruption, continued substandard performance, malicious code, cyber incident, or use of or other material disruption or impairment), and there has been no unauthorized access to or use of any Company IT systems (of any Software, information or data stored on any Company IT Systems. The Company and each Company Subsidiary have taken commercially reasonable actions, consistent with industry standards, to monitor and protect the confidentiality, integrity, availability, operation and security of the Company IT Systems, including implementing and maintaining appropriate backup, business continuity backup and disaster recovery policies, procedures and facilities, and Software support arrangementsprocesses consistent with applicable industry standard practices.

Intellectual Property and Information Technology. (a) Section 4.19(a) of the Company Disclosure Schedule sets forth a list of all patents, registered trademarks, registered copyrights, Internet domain name registrations, any Internet account names and registrations (including domain names and social networking and media user names and handles) and pending applications for any patents, trademarks and copyrights owned by or purported to be owned by the Company or any Company Subsidiary of its Subsidiaries (“Registered Company IP”) in each case (as applicable), specifying the record owner, jurisdiction, registration or application number. The Registered Company IP is subsisting and, excluding any pending applications contained therein, to the Knowledge knowledge of the Company, is valid and enforceable and all renewal and maintenance fees therefor have been timely paid. (b) The Company and the Company Subsidiary have taken reasonable and customary steps in accordance with industry standards to maintain and enforce the Company Owned IPenforceable. The Company and the Company its Subsidiaries have taken commercially reasonable steps to maintain the confidentiality of all Trade Secrets material to their respective businesses. (cb) The Company or the Company its Subsidiaries solely own all right title and interest, own, free and clear of all Liens (other than Permitted Liens), or have the rights to use, all Company Owned IP and Company IT Systems material to the conduct of their respective businesses as currently conducted. The foregoing representation and warranty is not intended to be a representation or warranty regarding the absence of infringement, misappropriation or other violation of Intellectual Property, which is addressed in Section 4.19(d4.19(e) below. (d) Except as set forth on Section 4.19(d) of the Company Disclosure Schedule, (i) there There are no pending or, to the Knowledge knowledge of the Company, threatened written claims or Proceedings (including any opposition, cancellation, revocation, review or other proceedings) against the Company or any Company Subsidiary of its Subsidiaries alleging any infringement, misappropriation or other violation of the Intellectual Property of any Person by the Company or any Company Subsidiaryof its Subsidiaries, and, to the Knowledge knowledge of the Company, the operations of the businesses (including the products and services) of the Company and the Company its Subsidiaries do not infringe, misappropriate or otherwise violate the Intellectual Property of any Person; and (ii) there are no pending or threatened written claims or Proceedings (including any opposition, cancellation, revocation, review or other proceedings) by the Company or any Company Subsidiary of its Subsidiaries alleging any infringement, misappropriation or other violation by any Person of any material Company Owned IP, and, IP and to the Knowledge knowledge of the Company, no Third Party has since January 1, 20212018, infringed, misappropriated or otherwise violated any material Company Owned IP. (ed) The Company IT Systems constitute all To the knowledge of the IT systems that are necessary and sufficient (including with respect to performanceCompany, securitysince January 1, integrity2018, working condition and capacity) to enable the Company and each Company Subsidiary to conduct business as presently conducted in all material respects. The Company IT Systems have not suffered any material security breach or failure (including any malfunction, failure, corruption, continued substandard performance, malicious code, cyber incident, or use of cyber-attacks or other material disruption or impairment), and there has been no unauthorized access to or use of any Company IT systems (of any Software, information or data stored on any Company IT Systems. The Company and each Company Subsidiary of its Subsidiaries have taken commercially reasonable actions, consistent with industry standards, to monitor and protect the confidentiality, integrity, availability, operation and security of the Company IT Systems, including implementing and maintaining appropriate backup, business continuity and disaster recovery policies, procedures and facilities, and Software support arrangements. (e) The Company and each of its Subsidiaries is in material compliance with (i) all of its binding policies relating to privacy, data protection or the collection, use, storage, processing, transfer or disclosure of Personal Information; (ii) all Applicable Laws relating to privacy, data breach notification, or the protection, security, use, destruction or transfer of Personal Information; and (iii) all applicable payment card industry data security standards. There are no pending or, to the knowledge of the Company, threatened written claims against the Company or any of its Subsidiaries by any Person or Governmental Entity alleging a material violation of any of the foregoing and to the knowledge of the Company, there are no facts, circumstances or conditions that would reasonably be expected to form the basis for any such claim.

Intellectual Property and Information Technology. (aA) Section 4.19(a) Up-to-date details of the Company Disclosure Schedule sets forth a list of all patents, registered trademarks, registered copyrights, Internet domain name registrations, any Internet account names and registrations Business Intellectual Property (including domain names and social networking and media user names and handlesany application to register such Intellectual Property) and pending applications for any patents, trademarks and copyrights owned by or purported to be are set out in the Disclosure Letter. (B) All registered Business Intellectual Property is owned by the Vendor Company or any Company Subsidiary (“Registered Company IP”identified against the relevant right in Warranty 18(A) in each case (as applicable), specifying the record owner, jurisdiction, registration or application number. The Registered Company IP above and is subsisting and, to the Knowledge of the Company, is valid free from charges and enforceable and all renewal and maintenance fees therefor have been timely paidsecurity interests. (bC) The Company and There are no claims outstanding at the Company Subsidiary have taken reasonable and customary steps date of First Completion for compensation of any employee of the Business in accordance with industry standards relation to maintain and enforce the Company Owned IP. The Company and invention by such employee in the Company Subsidiaries have taken commercially reasonable steps course of his employment of any patent disclosed pursuant to maintain the confidentiality of all Trade Secrets material to their respective businessesWarranty 18(A) above. (cD) The Company There are no domain names registered to any member of the Croda Group which are used exclusively in the Business and which do not contain the name or the Company Subsidiaries solely own all right title and interest, own, free and clear of all Liens (other than Permitted Liens), or have the rights to use, all Company Owned IP and Company IT Systems material to the conduct of their respective businesses as currently conducted. The foregoing representation and warranty is not intended to be a representation or warranty regarding the absence of infringement, misappropriation or other violation of Intellectual Property, which is addressed in Section 4.19(d) belowmark "Xxoda". (dE) Except as set forth on Section 4.19(d) All renewal fees and administrative steps required for the maintenance of the Company Disclosure Schedule, (i) there are no pending or, to the Knowledge of the Company, threatened written claims or Proceedings registered Business Intellectual Property (including any application to register any Business Intellectual Property) due to be paid or taken on or prior to First Completion have been paid or taken. So far as Croda International is aware, none of the registered Business Intellectual Property (including any application to register any Business Intellectual Property) is the subject of any impending or threatened proceedings for opposition, cancellation, revocationrevocation or rectification. (F) Details of all material Intellectual Property licences granted to or by any member of the Croda Group in relation to the Business are set out in the Disclosure Letter. 93 87 (G) So far as Croda International is aware, review no member of the Croda Group is in breach of any licence referred to in sub-paragraph (F) and no such breach has been alleged. (H) So far as Croda International is aware, the conduct of the Business, the processes and methods employed, the services provided and the products manufactured, used or other proceedings) against dealt with in the Company or any Company Subsidiary alleging any infringement, misappropriation or other violation conduct of the Businesses do not infringe the Intellectual Property rights of any Person by the Company or any Company Subsidiary, and, to the Knowledge of the Company, the operations of the businesses (including the products and services) of the Company and the Company Subsidiaries do not infringe, misappropriate or otherwise violate the Intellectual Property of any Person; and (ii) there are no pending or threatened written claims or Proceedings (including any opposition, cancellation, revocation, review or other proceedings) by the Company or any Company Subsidiary alleging any infringement, misappropriation or other violation by any Person of any material Company Owned IP, and, to the Knowledge of the Company, no Third Party has since January 1, 2021, infringed, misappropriated or otherwise violated any material Company Owned IPperson. (eI) The Company IT Systems constitute all So far as Croda International is aware, no third party is infringing the Business Intellectual Property. (J) No member of the IT systems that Croda Group has received any enforcement notice, de-registration notice or transfer prohibition notice relating to the Business under any Data Protection legislation and, so far as Croda International is aware, no member of the Croda Group has received any notification from any Data Protection Registrar in respect of any non-compliance with any Data Protection legislation by the activities of the Business. (K) Details of the Business Information Technology are necessary set out in the Disclosure Letter and sufficient the Business Information Technology disclosed is free from charges and security interests. (including with respect L) Details of all material Information Technology licences and material agreements relating to performancethe maintenance and support and disaster recovery used in relation to the Business Information Technology and Licensed Information Technology are set out in the Disclosure Letter. (M) So far as Croda International is aware, securityno member of the Croda Group and no third party is in material breach of any licence or agreement disclosed pursuant to Warranty 18(L) above. (N) There have been no material failures or breakdowns in the Business Information Technology or the Licensed Information Technology, integritywhich have caused substantial disruption or interruption in or to the Business in the 12 months immediately prior to First Completion. (O) So far as Croda International is aware, working condition and capacity) the Business Information Technology material to enable the Company and each Company Subsidiary to conduct business as presently conducted running of the Business is in all material respects. respects in good working order as at First Completion. (P) The Company IT Systems have Business has not suffered experienced any material security breach or failure (including any malfunction, failure, corruption, continued substandard performance, malicious code, cyber incident, or use disruption to its operations which has had a material adverse effect on the Business as a result of or other material disruption or impairmentYear 2000 Matters. In this Warranty 18(P), and there has been no unauthorized access to "YEAR 2000 MATTERS" means whether the performance or use of any Company IT systems (of any Software, information or data stored on any Company IT Systems. The Company and each Company Subsidiary have taken commercially reasonable actions, consistent with industry standards, to monitor and protect the confidentiality, integrity, availability, operation and security of the Company IT Systems, including implementing and maintaining appropriate backup, business continuity and disaster recovery policies, procedures and facilities, and Software support arrangements.functionality of