Common use of Intellectual Property; Data Privacy Clause in Contracts

Intellectual Property; Data Privacy. (a) Section 4.20 of the FTC Disclosure Schedule contains a complete and accurate list of all of FTC and each Subsidiary’s material U.S. and foreign (i) trademark or service xxxx registrations and applications, (ii) copyright registrations and applications, and (iii) Internet domain names. Neither FTC nor any of the Subsidiaries owns any patents or patent applications. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC, FTC and its Subsidiaries own or have a valid and enforceable license to use all FTC Intellectual Property, free and clear of all Liens and royalty or other payment obligations (except for royalties or payments with respect to off-the-shelf Software at standard commercial rates). The FTC Intellectual Property constitutes all of the Intellectual Property reasonably necessary to carry on the business of FTC and its Subsidiaries as currently conducted. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC, the FTC Intellectual Property is valid and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither FTC nor any of its Subsidiaries has received any written notice challenging the validity or enforceability of the FTC Intellectual Property. To the knowledge of FTC, neither the FTC Intellectual Property nor the conduct of the business of FTC and its Subsidiaries violates, misappropriates, dilutes or infringes upon the intellectual property rights of any third party, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC, and FTC has not received any written notice from any third party asserting any such violation, misappropriation, dilution or infringement. To the knowledge of FTC, no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned by or licensed to or by FTC or any of its Subsidiaries, and no such claims have been made against a third party by FTC or any of its Subsidiaries. FTC and its Subsidiaries have taken commercially reasonable precautions to protect the secrecy, confidentiality and value of its trade secrets and confidential know-how. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, computer programs, whether in source code or object code form (including any and all software implementation of algorithms, models and methodologies, but excluding off-the-shelf software), and all documentation (including user manuals and training materials) related to the foregoing (“Software”), logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any {JX489484.11} PD.35183901.7 such registration or application; trade secrets and know-how; copyrights and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof.

Intellectual Property; Data Privacy. (a) Section 4.20 of the FTC Seller Disclosure Schedule contains a complete and accurate list of all of FTC Seller and each Subsidiary’s material U.S. and foreign (i) trademark or service xxxx registrations and applications, (ii) copyright registrations and applications, and (iii) Internet domain names. Neither FTC Seller nor any of the Subsidiaries owns any patents or patent applications. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTCSeller, FTC Seller and its Subsidiaries own or have a valid and enforceable license to use all FTC Seller Intellectual Property, free and clear of all Liens and royalty or other payment obligations (except for royalties or payments with respect to off-the-shelf Software at standard commercial rates). The FTC Seller Intellectual Property constitutes all of the Intellectual Property reasonably necessary to carry on the business of FTC Seller and its Subsidiaries as currently conducted. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTCSeller, the FTC Seller Intellectual Property is valid and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither FTC Seller nor any of its Subsidiaries has received any written notice challenging the validity or enforceability of the FTC Seller Intellectual Property. To the knowledge of FTCSeller, neither the FTC Seller Intellectual Property nor the conduct of the business of FTC Seller and its Subsidiaries violates, misappropriates, dilutes or infringes upon the intellectual property rights of any third party, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTCSeller, and FTC Seller has not received any written notice from any third party asserting any such violation, misappropriation, dilution or infringement. To the knowledge of FTCSeller, no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned by or licensed to or by FTC Seller or any of its Subsidiaries, and no such claims have been made against a third party by FTC Seller or any of its Subsidiaries. FTC Seller and its Subsidiaries have taken commercially reasonable precautions to protect the secrecy, confidentiality and value of its trade secrets and confidential know-how. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, computer programs, whether in source code or object code form (including any and all software implementation of algorithms, models and methodologies, but excluding off-the-shelf software), and all documentation (including user manuals and training materials) related to the foregoing foregoing, but excluding off-the-shelf software (“Software”), logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any {JX489484.11} PD.35183901.7 such registration or application; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues thereof, in any jurisdiction; trade secrets and know-how; copyrights and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof.

Intellectual Property; Data Privacy. (a) Section 4.20 of the FTC Disclosure Schedule contains a complete and accurate list of all of FTC and each Subsidiary’s material U.S. and foreign (i) trademark or service xxxx registrations Strongbridge has made available to Xeris a true and applicationscomplete list, (ii) copyright registrations and applications, and (iii) Internet domain names. Neither FTC nor any as of the Subsidiaries owns any patents or patent applicationsdate of this Agreement, of all Registered Intellectual Property that is Strongbridge Intellectual Property (the “Strongbridge Registered IP”). Except as would has not reasonably be expected to havehad, either individually or in the aggregate, a Strongbridge Material Adverse Effect on FTCEffect, FTC (i) each item of Strongbridge Registered IP is legally, beneficially and solely owned by Strongbridge or one of its Subsidiaries own or have a valid and enforceable license to use all FTC Intellectual PropertySubsidiaries, free and clear of all Liens and royalty (other than Permitted Liens), (ii) no Strongbridge Registered IP has lapsed, expired, or other payment obligations been abandoned (except for royalties including as a result of failure to pay the necessary renewal or payments with respect maintenance fees) prior to off-the-shelf Software at standard commercial rates). The FTC Intellectual Property constitutes all the end of the applicable term of such Registered Intellectual Property reasonably necessary Property, except where Strongbridge has made a reasonable business decision to carry on not maintain or renew such Registered Intellectual Property, (iii) none of the business Strongbridge Registered IP that has issued or become registered has subsequently been adjudged invalid or unenforceable, and (iv) all Strongbridge Registered IP is subsisting, and if registered to the knowledge of FTC and Strongbridge, not invalid or unenforceable. There is no interference, nullification, reissue, reexamination, derivation, opposition, cancellation or similar proceeding pending or, to the knowledge of Strongbridge, threatened against Strongbridge or any of its Subsidiaries as currently conducted. challenging or contesting the ownership, validity, scope or enforceability of any Strongbridge Registered IP (other than ordinary course proceedings with patent, trademark and copyright offices related to the application for, or renewal of, any item of Strongbridge Registered IP). (ii) Except as would has not reasonably be expected to havehad, either individually or in the aggregate, a Strongbridge Material Adverse Effect on FTCEffect, the FTC Strongbridge Intellectual Property and the Strongbridge Licensed Intellectual Property constitute all of the material Intellectual Property Rights necessary to develop, manufacture or sell each material Strongbridge Product as currently researched, tested, developed, commercialized, manufactured, sold or distributed by Strongbridge and its Subsidiaries as of the date of this Agreement; provided that the foregoing is not a representation or warranty with respect to infringement, misappropriation or other violation of Intellectual Property. (iii) None of the material Strongbridge Intellectual Property is valid and enforceable and has not been cancelledsubject to any order, forfeitedclaim, expired action, proceeding, suit or, to the knowledge of Strongbridge, investigation of any Governmental Entity pending or, to the knowledge of Strongbridge, threatened against Strongbridge or abandoned, and neither FTC nor any of its Subsidiaries materially and adversely affecting the use thereof or rights thereto by or of Strongbridge or any of its Subsidiaries. Except as has received any written notice challenging the validity or enforceability of the FTC Intellectual Property. To the knowledge of FTCnot had, neither the FTC Intellectual Property nor the conduct of the business of FTC and its Subsidiaries violates, misappropriates, dilutes or infringes upon the intellectual property rights of any third party, except as would not reasonably be expected to have, either individually or in the aggregate, a Strongbridge Material Adverse Effect on FTC, and FTC has not received any written notice from any third party asserting any such violation, misappropriation, dilution or infringement. To to the knowledge of FTCStrongbridge, no third party is misappropriating(i) the operation of the business of Strongbridge or any of its Subsidiaries as of the date hereof does not infringe, infringingmisappropriate or otherwise violate and since January 1, diluting 2018, has not infringed, misappropriated or violating otherwise violated, any Intellectual Property owned by Rights of any Third Party and (ii) to the knowledge of Strongbridge, as of the date of this Agreement no Third Party has infringed, misappropriated or otherwise violated any material Strongbridge Intellectual Property or any Intellectual Property Rights exclusively licensed to Strongbridge or any of its Subsidiaries that is material to the development, manufacture or sale of a Strongbridge Product. (iv) Except as has not had, individually or in the aggregate, a Strongbridge Material Adverse Effect, Strongbridge and its Subsidiaries at all times have taken commercially reasonable steps to protect and maintain any material Trade Secrets included in the Strongbridge Intellectual Property (except for any Strongbridge Intellectual Property whose value would not reasonably be expected to be impaired in a material respect by FTC disclosure), and to the knowledge of Strongbridge, there have been no material unauthorized uses or disclosures of any such Trade Secrets. (v) Except as has not had, individually or in the aggregate, a Strongbridge Material Adverse Effect, to the knowledge of Strongbridge, (A) Strongbridge and its Subsidiaries have complied with any and all obligations to the extent applicable pursuant to the Xxxx-Xxxx Act, 35 U.S.C. §200—212, with respect to any Patents included in Strongbridge Registered IP (“Strongbridge Patents”) that cover or are practiced by a Strongbridge Product, and (B) no funding, facilities or personnel of any Governmental Entity or any university, college, research institute or other educational institution has been used to invent, create or develop any inventions that are the subject of any Strongbridge Patents and that cover or are practiced by a Strongbridge Product, except for any such funding or use of facilities or personnel that has not resulted in, by such Governmental Entity or institution any ownership interest in or material claim against such Strongbridge Patents as practiced by a Strongbridge Product. (vi) Except as has not had, individually or in the aggregate, a Strongbridge Material Adverse Effect, Strongbridge and its Subsidiaries have obtained from all current or former employees, officers, consultants and contractors who have created or developed material Intellectual Property Rights for or on behalf of Strongbridge or any of its Subsidiaries, valid assignments of such parties’ rights in such Intellectual Property Rights to Strongbridge or one of its Subsidiaries, to the extent permitted by Applicable Law, or Strongbridge and no its Subsidiaries otherwise own such claims Intellectual Property Rights by operation of law. (vii) All collection, acquisition, use, storage, transfer (including any cross-border transfers), distribution, dissemination or other processing by or on behalf of Strongbridge and any of its Subsidiaries of Personal Data are and have been made against a third party in compliance with all applicable Privacy Legal Requirements and Privacy Commitments. Since January 1, 2018, neither Strongbridge nor any of its Subsidiaries have received any written notice alleging any material violation by FTC Strongbridge or any of its Subsidiaries of any applicable Privacy Legal Requirement or Privacy Commitment, nor, to the knowledge of Strongbridge, has Strongbridge or any of its Subsidiaries been threatened in writing to be charged with any such violation by any Governmental Entity. To the knowledge of Strongbridge, neither Strongbridge nor any of its Subsidiaries have, since January 1, 2018, been or are currently: (a) under audit or investigation by any Governmental Entity, or (b) subject to any Third Party claim, demand, audit or action, in each case, alleging any violation by Strongbridge or any of its Subsidiaries of any applicable Privacy Legal Requirement or Privacy Commitment. Neither Strongbridge nor any of its Subsidiaries have received any material written complaint by any Person with respect to the collection, acquisition, use, storage, transfer (including any cross-border transfers), distribution, dissemination or other processing of Personal Data by Strongbridge or any of its Subsidiaries. FTC . (viii) Strongbridge and its Subsidiaries have taken commercially reasonable precautions in place policies and procedures for the proper collection, processing, transfer, disclosure, sharing, storing, security and use of Personal Data by Strongbridge and its Subsidiaries that comply with applicable Privacy Legal Requirements. (ix) Since January 1, 2018, Strongbridge and its Subsidiaries have not experienced any security breaches or incidents, unauthorized use, access or disclosure related to Personal Data in the custody or control of Strongbridge and its Subsidiaries or, to the knowledge of Strongbridge, any service provider acting on behalf of Strongbridge and its Subsidiaries. Since January 1, 2018, no circumstance has arisen in which the applicable Privacy Legal Requirements would require Strongbridge or any of its Subsidiaries to notify a Person or Governmental Entity of a data security breach or security incident. (x) Strongbridge and its Subsidiaries at all times have implemented and maintained appropriate written policies and procedures with respect to technical, organizational, administrative, and physical safeguards designed to protect the secrecysecurity, confidentiality confidentiality, integrity and value availability of Trade Secrets, Personal Data and information technology systems of Strongbridge and its Subsidiaries. Since January 1, 2018, there have been no security breaches in the information technology systems of Strongbridge nor any of its trade secrets and confidential know-howSubsidiaries. For purposes of this AgreementSince January 1, “Intellectual Property” means trademarks2018, service marks, brand names, internet domain names, computer programs, whether in source code or object code form (including any and all software implementation of algorithms, models and methodologies, but excluding off-the-shelf software), and all documentation (including user manuals and training materials) related to the foregoing (“Software”), logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations there have been no material disruptions in any jurisdiction ofsuch information technology systems, and applications in that adversely affected the operations of the business of Strongbridge or any jurisdiction to register, the foregoing, including any extension, modification or renewal of any {JX489484.11} PD.35183901.7 such registration or application; trade secrets and know-how; copyrights and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereofits Subsidiaries.

Intellectual Property; Data Privacy. (a) Either BCHI or a BCHI Subsidiary owns, and has all right, title, and interest in, duly licenses, or otherwise possesses all rights necessary to use, all Intellectual Property used in their respective businesses as currently conducted (collectively, the “BCHI Intellectual Property”). (b) Section 4.20 4.13(b)(i) of the FTC BCHI Disclosure Schedule contains a complete Letter sets forth all BCHI Registered Intellectual Property. All required filings and accurate list fees related to such BCHI Registered Intellectual Property have been timely filed with and paid to the relevant Governmental Entities and authorized registrars. Section 4.13(b)(ii) of the BCHI Disclosure Letter sets forth all Intellectual Property owned or purported to be owned by BCHI or any BCHI Subsidiary that is not BCHI Registered Intellectual Property and which is material to the businesses of FTC BCHI and each Subsidiary’s material U.S. BCHI Subsidiaries as currently conducted (collectively, together with the BCHI Registered Intellectual Property, the “BCHI Owned Intellectual Property”). (c) There are no pending or, to the knowledge of BCHI, threatened claims in writing by any Person alleging infringement or misappropriation by BCHI or any BCHI Subsidiary arising from their use of the BCHI Intellectual Property, and foreign to the knowledge of BCHI, the conduct of the businesses of BCHI and BCHI Subsidiaries and their products or services do not infringe, misappropriate, dilute or otherwise violate any Intellectual Property rights of any Person. (id) trademark Neither BCHI nor any BCHI Subsidiary has made any claim during the past three years of any misappropriation or service xxxx registrations infringement by any third party of its rights to or in connection with the use of any BCHI Intellectual Property; and applications, (ii) copyright registrations and applicationsto the knowledge of BCHI, and (iii) Internet domain names. Neither FTC nor no Person is infringing or misappropriating any of the Subsidiaries owns any patents or patent applications. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC, FTC and its Subsidiaries own or have a valid and enforceable license to use all FTC BCHI Intellectual Property. (e) BCHI and the BCHI Subsidiaries have taken reasonable measures to protect the confidentiality of their material Trade Secrets including requiring employees, free and clear of all Liens and royalty contractors or other payment obligations (except for royalties or payments with respect Persons having access thereto to off-the-shelf Software at standard commercial rates). The FTC Intellectual Property constitutes all of the Intellectual Property reasonably necessary to carry on the business of FTC and its Subsidiaries as currently conducted. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC, the FTC Intellectual Property is valid and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither FTC nor any of its Subsidiaries has received any execute written notice challenging the validity or enforceability of the FTC Intellectual Propertynondisclosure agreements. To the knowledge of FTCBCHI, neither the FTC Intellectual Property nor the conduct none of the business material Trade Secrets of FTC BCHI and its the BCHI Subsidiaries violates, misappropriates, dilutes have been disclosed or infringes upon authorized to be disclosed by BCHI or the intellectual property rights of any third party, except as would not reasonably be expected BCHI Subsidiaries to have, either individually or in the aggregate, a Material Adverse Effect on FTC, and FTC has not received any written notice from any third party asserting any such violation, misappropriation, dilution or infringementother than pursuant to a valid and enforceable nondisclosure agreement. To the knowledge of FTCBCHI, no third party to any nondisclosure agreement with BCHI or any BCHI Subsidiary is misappropriatingin material breach, infringingviolation or default. (f) Each Person who contributed, diluting developed or violating conceived any BCHI Owned Intellectual Property owned has done so pursuant to a valid and enforceable written agreement that (i) protects the confidential information disclosed by BCHI and its Subsidiaries and (ii) grants BCHI and its Subsidiaries exclusive ownership of the Person’s contribution, development or conception and waives any non-assignable interests in such contribution, development or conception, such as moral rights. (g) During the three (3) years prior to the date hereof, to the knowledge of BCHI, there has been no act or omission in respect of the use or enforcement of the BCHI Owned Intellectual Property that would reasonably be expected to result in the abandonment, cancellation or unenforceability of any such Intellectual Property. (h) BCHI and the BCHI Subsidiaries, and to the knowledge of BCHI all of its and their providers of information technology services, have (i) complied in all material respects with their respective published privacy policies and internal privacy policies and guidelines and all applicable Laws relating to privacy, data protection, user data or Personal Data, including Personal Data of customers, employees, contractors and third parties who have provided information to BCHI or any BCHI Subsidiary; and (ii) implemented and maintained, in all material respects, a comprehensive security plan that includes industry standard administrative, technical and physical safeguards to ensure that Personal Data is protected against loss, damage, unauthorized access, unauthorized use, unauthorized modification, or other misuse. There has been no material loss, damage, unauthorized access, unauthorized use, unauthorized modification, or other breach of security of Personal Data maintained by or licensed on behalf of BCHI and the BCHI Subsidiaries. Within the past three (3) years, no Person has made any material claim or commenced any Action with respect to, and BCHI and the BCHI Subsidiaries have not, to the knowledge of BCHI, experienced any incident relating to, any actual or suspected loss, damage, unauthorized access, unauthorized use, unauthorized modification, or breach of security of Personal Data maintained or processed by FTC or on behalf of BCHI and the BCHI Subsidiaries. Except for disclosures of information permitted or required by privacy Laws or authorized by the provider of Personal Data, to the knowledge of BCHI, neither BCHI nor any of the BCHI Subsidiaries has shared, sold, rented or otherwise made available, and does not share, sell, rent or otherwise make available, to third parties any Personal Data. (i) BCHI and the BCHI Subsidiaries have implemented business continuity and disaster recovery plans and have arranged for back-up data processing services adequate to meet their data processing needs in the event that the computer systems, networks, hardware, software, databases, websites, and equipment of BCHI or the BCHI Subsidiaries or any of its Subsidiariestheir material components is rendered temporarily or permanently inoperative as a result of a natural or other disaster. The computer systems, networks, hardware, software, databases, websites, and no such claims have been made against a third party by FTC equipment of BCHI or any of its Subsidiaries. FTC and its the BCHI Subsidiaries have taken commercially reasonable precautions to protect not suffered any failures, errors or breakdowns within the secrecy, confidentiality past three (3) years that have caused any material disruption or interruption in the business of BCHI and value of its trade secrets and confidential know-how. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, computer programs, whether in source code or object code form (including any and all software implementation of algorithms, models and methodologies, but excluding off-the-shelf software), and all documentation (including user manuals and training materials) related to the foregoing (“Software”), logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any {JX489484.11} PD.35183901.7 such registration or application; trade secrets and know-how; copyrights and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereofBCHI Subsidiaries.

Intellectual Property; Data Privacy. (a) Section 4.20 4.10(a) of the FTC Issuer Disclosure Schedule contains sets forth, as of the date of this Agreement, a true and complete and accurate list of all of FTC and each Subsidiary’s material U.S. and foreign (i) trademark each item of Registered IP owned or service xxxx registrations purported to be owned by any Issuer Company (the “Issuer Registered IP”) and applicationsincludes, where applicable, the jurisdiction, record owner, issuance, registration and application number and date and (ii) copyright registrations material proprietary Software owned or purported to be owned by any Issuer Company from which any Issuer Company derives material revenue. For the avoidance of doubt and applicationsnotwithstanding anything to the contrary, and (iiino social media account names or handles shall be required to be set forth on Section 4.10(a) Internet domain names. Neither FTC nor any of the Subsidiaries owns any patents or patent applicationsIssuer Disclosure Schedules. Except as would not reasonably be expected to haveresult in an Issuer Material Adverse Effect, either individually or the Issuer Registered IP is subsisting, and none of the registrations included in the aggregateIssuer Registered IP is invalid or unenforceable, a and all applications for registrations for the Issuer Registered IP are pending and in good standing. (b) Except as would not reasonably be expected to result in an Issuer Material Adverse Effect on FTCEffect, FTC the Issuer Companies exclusively own all right, title and its Subsidiaries own or have a valid interest to and enforceable license to use all FTC Intellectual Property, in the Issuer Owned IP free and clear of all Liens any Encumbrances other than Permitted Encumbrances, and royalty the Issuer Companies have a valid right or license or other payment obligations (except right to use all other material IP Rights used or held for royalties use in or payments with respect to off-the-shelf Software at standard commercial rates). The FTC Intellectual Property constitutes all otherwise necessary for the conduct of the Intellectual Property reasonably necessary to carry on the business of FTC and its Subsidiaries as currently conductedthe Issuer Companies, (collectively, the “Issuer IP Rights”). Except as would not reasonably be expected to have, either individually or result in the aggregate, a an Issuer Material Adverse Effect Effect, (i) the Issuer IP Rights owned by the Issuer Companies immediately prior to the Equity Closing Date will be owned by the Issuer Companies immediately after the Equity Closing Date on FTC, substantially identical terms and conditions as immediately prior to the FTC Intellectual Property is valid Equity Closing Date and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither FTC nor any of its Subsidiaries has received any written notice challenging (ii) the validity or enforceability consummation of the FTC Intellectual Property. To the knowledge of FTCContemplated Transactions will not cause or require any Issuer Company to grant, neither the FTC Intellectual Property nor the conduct of the business of FTC and its Subsidiaries violatesor cause to be granted, misappropriates, dilutes or infringes upon the intellectual property rights of to any third party, except party any right to or with respect to any Issuer Owned IP. (c) Except as would not reasonably be expected to have, either individually or result in the aggregate, a an Issuer Material Adverse Effect on FTCEffect, each Issuer Company has taken all commercially reasonable efforts to protect, preserve and FTC maintain the confidentiality of all Trade Secrets owned, used or held for use by the Issuer Companies or with respect to the business of the Issuer Companies (“Issuer Trade Secrets”). Except as would not reasonably be expected to result in an Issuer Material Adverse Effect, there has been no unauthorized disclosure or use of any Issuer Trade Secrets or other material confidential information of the Issuer Companies or with respect to the business of the Issuer Companies. (d) Except as would not reasonably be expected to result in an Issuer Material Adverse Effect, to the Knowledge of Issuer, no Person is infringing, misappropriating, diluting or otherwise violating any Issuer Owned IP. (e) Except as would not reasonably be expected to result in an Issuer Material Adverse Effect, (i) to the Knowledge of Issuer, since the Look-Back Period, the conduct of the business of any Issuer Company has not received and does not infringe, misappropriate, dilute or otherwise violate any written notice from IP Right of any third party asserting any such violation, misappropriation, dilution or infringement. To and (ii) as of the knowledge of FTC, no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned by or licensed to or by FTC or any of its Subsidiaries, and no such claims have been made against a third party by FTC or any of its Subsidiaries. FTC and its Subsidiaries have taken commercially reasonable precautions to protect the secrecy, confidentiality and value of its trade secrets and confidential know-how. For purposes date of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, computer programs, whether in source code or object code form no claim (including any and all software implementation offers to license) or Legal Proceeding is pending or has, since the Look-Back Period, been threatened in writing against Issuer or its Subsidiaries by any other Person either (A) involving or alleging any of algorithms, models and methodologies, but excluding off-the-shelf software), and all documentation (including user manuals and training materials) related to the foregoing (“Software”), logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, or (B) challenging the ownership, use, validity, registration or enforceability of any Issuer Owned IP. (f) Since the Look-Back Period, each Issuer Company, with respect to the business of the Issuer Companies and, with respect to the Processing of Issuer Data, its Data Processors (i) comply and has complied at all times with Privacy Requirements applicable to each Issuer Company; (ii) to the Knowledge of Issuer, with respect to the business of the Issuer Companies, each Issuer Company has not received a written notice (including any extensionenforcement notice), modification letter, or renewal complaint from a Governmental Body or any Person alleging noncompliance or potential noncompliance with any Privacy Requirements nor has any Issuer Company been subject to litigation relating to compliance with Privacy Requirements or the Processing of Personal Data; and (iii) each Issuer Company has not been subject to any regulatory inquiries or Action from any Governmental Body regarding any noncompliance or potential noncompliance with Privacy Requirements. (g) Since the Look-Back Period, the Issuer Companies, with respect to the business of the Issuer Companies, have established, maintained and complied at all times in all material respects with an Information Security Program that complies with applicable Privacy Requirements and: (i) includes policies and procedures regarding the Processing of Personal Data with respect to the business of each Issuer Company, (ii) includes administrative, technical and physical safeguards that are commercially reasonable to protect the security, confidentiality, integrity and availability of any {JX489484.11} PD.35183901.7 such registration Personal Data owned, controlled, maintained, held, or applicationProcessed by or on behalf of any Issuer Company or any third party operating at the direction of any Issuer Company; trade secrets and know-how; copyrights and registrations or applications for registration of copyrights in any jurisdiction(iii) includes commercially reasonable disaster recovery, business continuity, incident response, and security plans, procedures and facilities; and (iv) protects against Security Incidents, Malicious Code, and unauthorized access to, and disruption of, the Processing of Personal Data held by or on behalf of the Issuer, Issuer Data, and the Issuer Companies’ IT Systems. Since the Look-Back Period, there have been no material violations of the Issuer Companies’, with respect to the business of the Issuer Companies, Information Security Program, and as of the date of this Agreement, the Issuer Companies, with respect to the business of the Issuer Companies, are not in breach or default of any renewals Contracts relating to the protection of its IT Systems or extensions thereofIssuer Data. (h) During the Look-Back Period, except as set forth in Section 4.10(h) of the Issuer Disclosure Schedule, the Issuer Companies have not suffered and are not suffering a Security Incident, have not been and are not required to notify any Person or Governmental Body of any Security Incident, and have not been and are not adversely affected by any Malicious Code, ransomware or malware attack, or denial-of-service attacks on any IT System used by any Issuer Company. Neither the Issuer Companies nor any third party acting at the direction or authorization of any Issuer Company have paid any perpetrator of any actual or threatened Security Incident or cyber-attack, including but not limited to a ransomware attack or a denial-of-service attack. The Issuer Companies maintain, and have maintained, cyber liability insurance with reasonable coverage limits. (i) Since the Look-Back Period, the IT Systems used by each Issuer Company operate and perform as is necessary to conduct the business of such Issuer Company in the manner in which it is currently being conducted, and are sufficient for the current needs and operations of the business of such Issuer Company. Since the Look-Back Period, the IT Systems of each Issuer Company are free of and do not contain any material defects or Malicious Code. Each Issuer Company has assessed and tested their Information Security Program on no less than an annual basis, mitigated or remediated all critical and high risks and vulnerabilities, and the Issuer Information Security Program has proven adequate and compliant with Privacy Requirements in all material respects.

Intellectual Property; Data Privacy. (a) Section 4.20 3.9(a) of the FTC Seller Disclosure Schedule contains Letter sets forth a true and complete and accurate list of all of FTC and each Subsidiary’s material U.S. and foreign (i) trademark or service xxxx registrations patents and applicationspatent applications owned by the Acquired Subsidiaries, (ii) copyright registered Trademarks and applications for registrations of Trademarks owned by the Acquired Subsidiaries, (iii) registered copyrights and applicationsapplications for registrations of copyrights owned by the Acquired Subsidiaries, (iv) Domain Names owned by the Acquired Subsidiaries and (v) other Intellectual Property owned or purported to be owned by the Acquired Subsidiaries (collectively, the “Owned Intellectual Property”). Any Intellectual Property other than Owned Intellectual Property used in the operation of the Business is used by the Acquired Subsidiaries pursuant to a valid Contract (together with the Owned Intellectual Property, the “Business Intellectual Property”). The Acquired Subsidiaries exclusively own all right, title and interest in and to each item of Owned Intellectual Property, and have a valid and enforceable right or license to use all other Business Intellectual Property used in or necessary for the operation of the Business as currently conducted, free and clear of all Liens other than Permitted Liens. Each item of Owned Intellectual Property (except any Embarq Marks other than the Embarq Federal Registration) is valid, subsisting, and enforceable. No Proceeding or Contract exists restricting the Acquired Subsidiaries’ use or enjoyment of, any right in any Owned Intellectual Property. All of the registrations, issuances and applications set forth on Section 3.9(a) of the Seller Disclosure Letter (except any Embarq Marks other than the Embarq Federal Registration) are valid, in full force and effect and have not expired or been cancelled, abandoned or otherwise terminated, and payment of all renewal and maintenance fees and expenses in respect thereof, and all filings related thereto, have been duly made. (b) Except as set forth on Section 3.9(b) of the Seller Disclosure Letter, the operation or conduct of the Business does not infringe or otherwise violate any Intellectual Property or other proprietary rights of any other Person. Except as set forth on Section 3.9(b) of the Seller Disclosure Letter, there are no Proceedings pending or, to the Knowledge of Sellers, threatened, alleging any such infringement or violation or challenging any Seller’s or its Subsidiaries’ (including the Acquired Subsidiaries’) rights in or to any Business Intellectual Property and, to the Knowledge of Sellers, there is no existing fact or circumstance that would reasonably be expected to give rise to any such Proceeding. To the Knowledge of Sellers, no Person is infringing or otherwise violating any Owned Intellectual Property. (c) The Business Intellectual Property is sufficient for Purchaser to operate the Business from and after the Closing Date in all material respects as operated immediately prior to the Closing Date. The consummation of the Transactions contemplated by this Agreement will not impair any right of the Purchaser in or to any Business Intellectual Property in existence immediately prior thereto. (d) The Sellers have taken commercially reasonable measures to protect the Owned Intellectual Property (except any Embarq Marks other than the Embarq Federal Registration). (e) Each present or past employee, officer, consultant or any other Person who created or contributed to any Owned Intellectual Property has (i) conveyed to an Acquired Subsidiary or an Affiliate of an Acquired Subsidiary any and all right, title and interest in and to all such Owned Intellectual Property that was developed by such Person in connection with such Person’s employment or engagement by such Acquired Subsidiary, (ii) agreed in writing, during and after the term of employment or contract, to cooperate with such Acquired Subsidiary in the prosecution of any applications filed in connection with such Intellectual Property, and (iii) Internet domain namesagreed in writing to keep any confidential information, including trade secrets, of the Acquired Subsidiaries confidential both during and after the term of employment or engagement. (f) With respect to all material Software included in the Owned Intellectual Property (the “Owned Software”, the Acquired Subsidiaries maintain actual possession and control of the applicable source code, object code, notes, documentation and know-how of such Owned Software. Neither FTC The Acquired Subsidiaries have not disclosed source code for any Owned Software to a third party outside of the scope of a written agreement that reasonably protects the rights of the applicable Acquired Subsidiary. (g) All Owned Software (i) is used solely for internal business purposes, (ii) performs in material conformance with its documentation, (iii) is free from any material software defect, and (iv) does not contain any virus, software routine or hardware component designed to permit unauthorized access or to disable or otherwise harm any computer, systems or software, or any software routine designed to disable a computer program automatically with the passage of time or under the positive control of a Person other than an authorized licensee or owner of the software. (h) The Acquired Subsidiaries have not used any “open source” software in the conduct of the Business in a manner that would obligate any Acquired Subsidiary to make available to any Person any Owned Software or any Software included in the Seller Intellectual Property without payment of fees or royalties, or that does or may require disclosure of any such Owned Software or Software included in the Seller Intellectual Property in source code form. (i) All IT Assets used by the Acquired Subsidiaries (i) operate and perform in all material respects in conformance with their documentation and functional specifications, (ii) are free from any material Software defect and (iii) do not contain, and the Sellers have used commercially reasonable efforts to prevent the introduction of, any virus, software routine, malware, hardware component, disabling code or instructions, spyware or other vulnerabilities designed to permit unauthorized access or to disable or otherwise harm any IT Assets in any material respects. Since January 1, 2018, (1) no IT Assets have experienced or been affected by any failures, breakdowns or other adverse events that have caused any material disruptions or interruptions to the Business and (2) except as set forth on Section 3.9(i) of the Seller Disclosure Letter, none of the Acquired Subsidiaries or any IT Assets has experienced or been affected by any material data security incidents, breaches or unauthorized access, use, control, disclosure, destruction or modification of any Personal Information owned, controlled, maintained, received, collected, used, stored or processed by the Acquired Subsidiaries, including any unauthorized access, use or disclosure of Personal Information that would constitute a breach of any Information Privacy Law or for which notification to individuals and/or Governmental Entities is required under any applicable Law. (j) The Acquired Subsidiaries have adopted, and are and have been in compliance with, commercially reasonable policies and procedures applicable to the Acquired Subsidiaries with respect to privacy, data protection, processing, security and the collection, use, storage and processing of Personal Information gathered or accessed in the course of the operation of the Business. Sellers and the Acquired Subsidiaries have implemented and maintain a reasonable enterprise-wide data security program, including reasonable and appropriate administrative, physical, and technical safeguards consistent with industry best practices, to protect Personal Information and the IT Assets from unauthorized access, use, control, disclosure, destruction or modification. (k) The Acquired Subsidiaries are, and since January 1, 2018 have been, in compliance in all material respects with (i) all Information Privacy Laws, (ii) the Payment Card Industry Data Security Standard, issued by the Payment Card Industry Security Standards Council, as revised from time to time, and (iii) their internal and public-facing policies relating to privacy, data protection, data or privacy breach notification and personally identifiable information (“Business Privacy Policies”). Except as set forth on Section 3.9(k) of the Seller Disclosure Letter, since January 1, 2018, none of Sellers and the Acquired Subsidiaries have received written notice of any Proceedings with respect to Information Privacy Laws and Business Privacy Policies relating to the Business, and to the Knowledge of Sellers, neither the Acquired Subsidiaries nor the Business is under investigation by any Governmental Entity for any violation of any Information Privacy Laws. Since January 1, 2018, except as set forth on Section 3.9(k) of the Seller Disclosure Letter, none of Sellers and the Acquired Subsidiaries have been legally required to provide any notices to Governmental Entities, data owners or individuals in connection with a loss or disclosure of, or unauthorized access to, Personal Information, nor have any of Sellers and the Acquired Subsidiaries provided any such notices, in each case in connection with the Business. The execution, delivery and performance of this Agreement, any of the other Transaction Agreements and the consummation of the Transactions, in each case by Sellers and the Acquired Subsidiaries, will not violate any Information Privacy Law or Business Privacy Policy as it currently exists or as it existed at any time during which any applicable Personal Information was collected or obtained by the Acquired Subsidiaries owns any patents or patent applicationsand, to the Knowledge of Sellers, immediately following the Closing, the Acquired Subsidiaries will own and continue to have the right to use all such Personal Information on the same terms and conditions as the Acquired Subsidiaries enjoyed immediately prior to the Closing. (l) The Customer Database is accessible and usable in all material respects by the Acquired Subsidiaries, as applicable, for the purposes for which it is used in the Ordinary Course of Business. Except as would not reasonably be expected to havebe material to the Business or the Acquired Subsidiaries and assuming the execution, either individually delivery and performance of the Transition Services Agreement by all parties thereto, (i) neither the execution, delivery and performance of this Agreement or any other Transaction Agreement, nor the consummation of the Transactions, in each case by Sellers and the aggregateAcquired Subsidiaries, a Material Adverse Effect on FTC, FTC and its Subsidiaries own or have a valid and enforceable license shall adversely affect the Acquired Subsidiaries’ right to use all FTC Intellectual Propertythe Customer Database, free and clear of all Liens and royalty or other payment obligations (except for royalties or payments with respect to off-the-shelf Software at standard commercial rates). The FTC Intellectual Property constitutes all of immediately following the Intellectual Property reasonably necessary to carry on the business of FTC and its Subsidiaries as currently conducted. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTCClosing, the FTC Intellectual Property is valid Acquired Subsidiaries will continue to have the right to use the Customer Database in a substantially similar manner as the Acquired Subsidiaries enjoyed immediately prior to the Closing and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither FTC nor any of its Subsidiaries has received any written notice challenging the validity or enforceability of the FTC Intellectual Property. To the knowledge of FTC, neither the FTC Intellectual Property nor the conduct of the business of FTC and its Subsidiaries violates, misappropriates, dilutes or infringes upon the intellectual property rights of any third party, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC, and FTC has not received any written notice from any third party asserting any such violation, misappropriation, dilution or infringement. To the knowledge of FTC, (ii) no third party is misappropriating, infringing, diluting has asserted or violating threatened to assert any Intellectual Property owned by or licensed to or by FTC or any claim for misappropriation of its Subsidiaries, and no such claims have been made against a third party by FTC or any of its Subsidiaries. FTC and its Subsidiaries have taken commercially reasonable precautions to protect the secrecy, confidentiality and value of its trade secrets and confidential know-how. For purposes or breach of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, computer programs, whether in source code any implied or object code form (including any and all software implementation of algorithms, models and methodologies, but excluding off-the-shelf software), and all documentation (including user manuals and training materials) related express contractual duty relating to the foregoing (“Software”), logos, symbols, certification marks, trade dress and other indications use of origin, information in the goodwill associated Customer Database in connection with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, operation of the foregoing, including any extension, modification or renewal of any {JX489484.11} PD.35183901.7 such registration or application; trade secrets and know-how; copyrights and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereofBusiness.

Intellectual Property; Data Privacy. (a) Section 4.20 3.9(a) of the FTC Seller Disclosure Schedule contains Letter sets forth a true and complete and accurate list of all of FTC and each Subsidiary’s material U.S. and foreign (i) trademark or service xxxx registrations patents and applicationspatent applications owned by the Acquired Subsidiaries, (ii) copyright registered Trademarks and applications for registrations and applicationsof Trademarks owned by the Acquired Subsidiaries, and (iii) Internet domain namesregistered copyrights and applications for registrations of copyrights owned by the Acquired Subsidiaries, (iv) Domain Names owned by the Acquired Subsidiaries and (v) other Intellectual Property owned or purported to be owned by the Acquired Subsidiaries (collectively, the “Owned Intellectual Property”). Neither FTC nor any Any Intellectual Property other than Owned Intellectual Property used in the operation of the Business is used by the Acquired Subsidiaries owns any patents or patent applicationspursuant to a valid Contract (together with the Owned Intellectual Property, the “Business Intellectual Property”). Except as would not reasonably be expected The Acquired Subsidiaries exclusively own all right, title and interest in and to haveeach item of Owned Intellectual Property, either individually or in the aggregate, a Material Adverse Effect on FTC, FTC and its Subsidiaries own or have a valid and enforceable right or license to use all FTC other Business Intellectual PropertyProperty used in or necessary for the operation of the Business as currently conducted, free and clear of all Liens other than Permitted Liens. Each item of Owned Intellectual Property (except any Embarq Marks other than the Embarq Federal Registration) is valid, subsisting, and royalty enforceable. No Proceeding or Contract exists restricting the Acquired Subsidiaries’ use or enjoyment of, any right in any Owned Intellectual Property. All of the registrations, issuances and applications set forth on Section 3.9(a) of the Seller Disclosure Letter (except any Embarq Marks other than the Embarq Federal Registration) are valid, in full force and effect and have not expired or been cancelled, abandoned or otherwise terminated, and payment of all renewal and maintenance fees and expenses in respect thereof, and all filings related thereto, have been duly made. (b) Except as set forth on Section 3.9(b) of the Seller Disclosure Letter, the operation or conduct of the Business does not infringe or otherwise violate any Intellectual Property or other payment obligations (except for royalties or payments with respect to off-the-shelf Software at standard commercial rates). The FTC Intellectual Property constitutes all proprietary rights of the Intellectual Property reasonably necessary to carry on the business of FTC and its Subsidiaries as currently conductedany other Person. Except as set forth on Section 3.9(b) of the Seller Disclosure Letter, there are no Proceedings pending or, to the Knowledge of Sellers, threatened, alleging any such infringement or violation or challenging any Seller’s or its Subsidiaries’ (including the Acquired Subsidiaries’) rights in or to any Business Intellectual Property and, to the Knowledge of Sellers, there is no existing fact or circumstance that would not reasonably be expected to havegive rise to any such Proceeding. To the Knowledge of Sellers, either individually no Person is infringing or in the aggregate, a Material Adverse Effect on FTC, the FTC otherwise violating any Owned Intellectual Property. (c) The Business Intellectual Property is valid sufficient for Purchaser to operate the Business from and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither FTC nor any of its Subsidiaries has received any written notice challenging after the validity or enforceability Closing Date in all material respects as operated immediately prior to the Closing Date. The consummation of the FTC Intellectual Property. To Transactions contemplated by this Agreement will not impair any right of the knowledge of FTC, neither the FTC Purchaser in or to any Business Intellectual Property nor the conduct of the business of FTC and its Subsidiaries violates, misappropriates, dilutes or infringes upon the intellectual property rights of any third party, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC, and FTC has not received any written notice from any third party asserting any such violation, misappropriation, dilution or infringement. To the knowledge of FTC, no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned by or licensed to or by FTC or any of its Subsidiaries, and no such claims have been made against a third party by FTC or any of its Subsidiaries. FTC and its Subsidiaries existence immediately prior thereto. (d) The Sellers have taken commercially reasonable precautions measures to protect the secrecyOwned Intellectual Property (except any Embarq Marks other than the Embarq Federal Registration). (e) Each present or past employee, confidentiality and value officer, consultant or any other Person who created or contributed to any Owned Intellectual Property has (i) conveyed to an Acquired Subsidiary or an Affiliate of its trade secrets and confidential know-how. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, computer programs, whether in source code or object code form (including an Acquired Subsidiary any and all software implementation of algorithmsright, models title and methodologies, but excluding off-the-shelf software), interest in and to all documentation (including user manuals and training materials) related to the foregoing (“Software”), logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated such Owned Intellectual Property that was developed by such Person in connection with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification such Person’s employment or renewal of any {JX489484.11} PD.35183901.7 engagement by such registration or application; trade secrets and know-how; copyrights and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof.Acquired Subsidiary,