Common use of Intellectual Property; Status of Proprietary Rights Clause in Contracts

Intellectual Property; Status of Proprietary Rights. (a) Each Group Company (i) owns free and clear of all claims, security interests, liens and other encumbrances, or (ii) has the valid right or license to use, all products, materials, software, tools, software tools, computer programs, specifications, source code, object code, improvements, discoveries, user interfaces, software, mask works, Internet domain names, enterprise or business names, logos, data, information and inventions, and all documentation and media constituting, describing or relating to the foregoing that is required or used in its business as currently conducted or as proposed to be conducted together with all Proprietary Rights in or to all of the foregoing (collectively, the “Group Company Technology”). Section 3.11(a) of the Disclosure Schedule contains a true, complete and accurate list of all Proprietary Rights to be transferred to each Group Company and necessary for the conduct of the Group Company’s business as currently being conducted or proposed to be conducted, all of the Proprietary Rights set out in the Section 3.11(a) of the Disclosure Schedule. (b) The possession, development, production, manufacturing, use, offering, marketing, licensing, distribution, sale and other exploitation by each Group Company of any and all Group Company Technology as now conducted does not (A) infringe, violate, misappropriate or otherwise interfere or conflict with any patent and trademark rights or (B) infringe, violate, misappropriate or otherwise interfere or conflict with any other rights, title or interest of any third party. (c) No Group Company has received any notice or claim (whether written, oral or otherwise) that (1) contests or challenges in any manner whatsoever the Group Company’s ownership or other rights in any Group Company Technology, (2) contests or challenges in any manner whatsoever the validity or enforceability of any of the Proprietary Rights of the Group Company in the Group Company Technology, or (3) claims or otherwise asserts that the Group Company, the Group Company Technology or the conduct of the Group Company’s business as currently conducted infringes, violates, misappropriates or otherwise interferes or conflicts with any right, title or interest of any third party. (d) There are no outstanding options, material licenses or agreements granting third parties the rights to own or use any Group Company Technology owned by the Group Company (“Group Company Outbound Technology Licenses”). (e) The material licenses or other agreements giving a Group Company the right to use certain Group Company Technology are listed in Section 3.11(e) of the Disclosure Schedule (“Group Company Inbound Technology Licenses”). (f) True and complete copies of all Group Company Outbound Technology Licenses and Group Company Inbound Technology Licenses (other than licenses of generally commercially available “off the shelf” software used by the Company) (collectively, the “Group Company Technology Agreements”) have been provided to the Series C Investors. (g) All Group Company Technology Agreements are valid, binding and in full force and effect with respect to each Group Company, and to the best information, knowledge and belief of the Group Company, each other party thereto. To the best information, knowledge and belief of each Group Company, all parties to the Group Company Technology Agreements have performed in all material respects their obligations thereunder, and neither any Group Company nor any other party thereto is in material default thereunder, nor to the best knowledge of the Warrantors, has there occurred any material event or circumstance that with notice or lapse of time or both would constitute a default or event of default on the part of the Group Company or any other party thereto or give to any other party thereto the right to terminate or modify any Group Company Technology Agreement. (h) No Group Company has received notice that any party to any Group Company Technology Agreement intends to cancel or terminate any Group Company Technology Agreement. (i) No Group Company is or will be as a result of the execution or delivery of this Agreement and the other Transaction Agreements to which it is a party, the consummation of the transactions contemplated hereby and thereby or the performance of obligations hereunder or thereunder, or as a result of conducting its business as currently contemplated, in breach of any license or other agreement relating to Group Company Technology. (j) No Group Company is aware that any third party is infringing or is likely to infringe any Group Company Technology. (k) To the best knowledge of the Warrantors after due inquiry, none of a Group Company’s employees, contractors or consultants is obligated under any contract or agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Group Company or that would conflict with the Group Company’s business. (l) Each of the Group Company’s registered patents, copyrights, domain names, trademarks and service marks are in full force and effect, are not subject to any taxes, and each Group Company is current on all the maintenance fees with respect thereto. (m) To the best knowledge of the Warrantors after due inquiry, no current or former employee, contractor or consultant of a Group Company has developed any Group Company Technology that is subject to any agreement under which such employee, contractor or consultant has assigned or otherwise granted to any third party any rights in or to such Group Company Technology. (n) Except with respect to generally commercially available “off the shelf” software used by a Group Company, no royalties, fees or other payments are payable by a Group Company to any third party by reason of the ownership, possession, sale, marketing, use or other exploitation of any Group Company Technology to the extent necessary for the conduct of the Group Company’s business as it is now conducted or as proposed to be conducted and none (or no additional amounts) will be payable as a result of the consummation of the transactions contemplated by this Agreement. (o) Each Group Company maintains and diligently enforces commercially reasonable procedures to protect all confidential information relating to the Group Company Technology. No Group Company has deposited any source code or other Group Company Technology in any escrow account or otherwise delivered such source code or other Group Company Technology to any escrow agent. (p) No government funding, facilities of any university, college or other educational institution or public research center or funding from third parties was used in the development of any Group Company Technology. (q) None of the software or firmware embedded or included in or on any hardware or other products sold by a Group Company or any other software or firmware that a Group Company now or in the future intends to sell or license either as a separate product or bundled with any other product or service, is required to be (a) disclosed or distributed in source code form, (b) licensed for the purpose of making derivative works, or (c) redistributable at no charge as the result of the use or incorporation of any Public Software in any Group Company Technology, the use of any Public Software (as defined below) in connection with the development of any Group Company Technology or for any other reason.

Intellectual Property; Status of Proprietary Rights. (a) Each Group Company (i) owns free and clear of all claims, security interests, liens and other encumbrances, or (ii) has the valid right or license to use, all products, materials, software, tools, software tools, computer programs, specifications, source code, object code, improvements, discoveries, user interfaces, software, mask works, Internet domain names, enterprise or business names, logos, data, information and inventions, and all documentation and media constituting, describing or relating to the foregoing that is required or used in its business as currently conducted or as proposed to be conducted together with all Proprietary Rights in or to all of the foregoing (collectively, the “Group Company Technology”). Section 3.11(a) of the Disclosure Schedule contains a true, complete and accurate list of all Proprietary Rights to be transferred to each Group Company and necessary for the conduct of the Group Company’s business as currently being conducted or proposed to be conducted, all of the Proprietary Rights set out in the Section 3.11(a) of the Disclosure Schedule. (b) The possession, development, production, manufacturing, use, offering, marketing, licensing, distribution, sale and other exploitation by each Group Company of any and all Group Company Technology as now conducted does not (A) infringe, violate, misappropriate or otherwise interfere or conflict with any patent and trademark rights or (B) infringe, violate, misappropriate or otherwise interfere or conflict with any other rights, title or interest of any third party. (c) No Group Company has received any notice or claim (whether written, oral or otherwise) that (1) contests or challenges in any manner whatsoever the Group Company’s 's ownership or other rights in any Group Company Technology, (2) contests or challenges in any manner whatsoever the validity or enforceability of any of the Proprietary Rights of the Group Company in the Group Company Technology, or (3) claims or otherwise asserts that the Group Company, the Group Company Technology or the conduct of the Group Company’s 's business as currently conducted infringes, violates, misappropriates or otherwise interferes or conflicts with any right, title or interest of any third party. (d) There are no outstanding options, material licenses or agreements granting third parties the rights right to own or use any Group Company Technology owned by the Group Company (( “Group Company Outbound Technology Licenses”). (e) The There are no material licenses or other agreements giving a Group Company the right to use certain Group Company Technology are listed in Section 3.11(e) of the Disclosure Schedule (( “Group Company Inbound Technology Licenses”). (f) True and complete copies of all Group Company Outbound Technology Licenses and Group Company Inbound Technology Licenses (other than licenses of generally commercially available “off the shelf” software used by the Company) (collectively, the “Group Company Technology Agreements”) have been provided to the Series C InvestorsInvestor. (g) All Group Company Technology Agreements are valid, binding and in full force and effect with respect to each Group Company, and to the best information, knowledge and belief of the Group Company, each other party thereto. To the best information, knowledge and belief of each Group Company, all parties to the Group Company Technology Agreements have performed in all material respects their obligations thereunder, and neither any Group Company nor any other party thereto is in material default thereunder, nor to the best knowledge of the Warrantors, has there occurred any material event or circumstance that with notice or lapse of time or both would constitute a default or event of default on the part of the Group Company or any other party thereto or give to any other party thereto the right to terminate or modify any Group Company Technology Agreement. (h) No Group Company has received notice that any party to any Group Company Technology Agreement intends to cancel or terminate any Group Company Technology Agreement. (i) No Group Company is or will shall be as a result of the execution or delivery of this Agreement and the other Transaction Agreements to which it is a party, the consummation of the transactions contemplated hereby and thereby or the performance of obligations hereunder or thereunder, or as a result of conducting its business as currently contemplated, in breach of any license or other agreement relating to Group Company Technology. (j) No Group Company is aware that any third party is infringing or is likely to infringe any Group Company Technology. (k) To the best knowledge of the Warrantors after due inquiry, none None of a Group Company’s 's employees, contractors or consultants is obligated under any contract or agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Group Company or that would conflict with the Group Company’s 's business. (l) Each of the Group Company’s 's registered patents, copyrights, domain names, trademarks and service marks are in full force and effect, are not subject to any taxes, and each Group Company is current on all the maintenance fees with respect thereto. (m) To the best knowledge of the Warrantors after due inquiry, no No current or former employee, contractor or consultant of a Group Company has developed any Group Company Technology that is subject to any agreement under which such employee, contractor or consultant has assigned or otherwise granted to any third party any rights in or to such Group Company Technology. (n) . Except with respect to generally commercially available “off the shelf” software used by a Group Company, no royalties, fees or other payments are payable by a Group Company to any third party by reason of the ownership, possession, sale, marketing, use or other exploitation of any Group Company Technology to the extent necessary for the conduct of the Group Company’s 's business as it is now conducted or as proposed to be conducted and none (or no additional amounts) will shall be payable as a result of the consummation of the transactions contemplated by this Agreement. (on) Each Group Company maintains and diligently enforces commercially reasonable procedures to protect all confidential information relating to the Group Company Technology. No Group Company has deposited any source code or other Group Company Technology in any escrow account or otherwise delivered such source code or other Group Company Technology to any escrow agent. (po) No government funding, facilities of any university, college or other educational institution or public research center or funding from third parties was used in the development of any Group Company Technology. (qp) None of the software or firmware embedded or included in or on any hardware or other products sold by a Group Company or any other software or firmware that a Group Company now or in the future intends to sell or license either as a separate product or bundled with any other product or service, is required to be (a) disclosed or distributed in source code form, (b) licensed for the purpose of making derivative works, or (c) redistributable at no charge as the result of the use or incorporation of any Public Software (as defined below) in any Group Company Technology, the use of any Public Software (as defined below) in connection with the development of any Group Company Technology or for any other reason.

Intellectual Property; Status of Proprietary Rights. (a) Each Group Company (i) owns free and clear of all claims, security interests, liens and other encumbrances, or (ii) has the valid right or license to use, all products, materials, software, tools, software tools, computer programs, specifications, source code, object code, improvements, discoveries, user interfaces, software, mask works, Internet domain names, enterprise or business names, logos, data, information and inventions, and all documentation and media constituting, describing or relating to the foregoing that is required or used in its business as currently conducted or as proposed to be conducted together with all Proprietary Rights in or to all of the foregoing (collectively, the “Group Company Technology”). Section 3.11(a) of the Disclosure Schedule contains a true, complete and accurate list of all Proprietary Rights to be transferred to each Group Company and necessary for the conduct of the Group Company’s business as currently being conducted or proposed to be conducted, all of the Proprietary Rights set out in the Section 3.11(a) of the Disclosure Schedule. (b) The possession, development, production, manufacturing, use, offering, marketing, licensing, distribution, sale and other exploitation by each Group Company of any and all Group Company Technology as now conducted does not (A) infringe, violate, misappropriate or otherwise interfere or conflict with any patent and trademark rights or (B) infringe, violate, misappropriate or otherwise interfere or conflict with any other rights, title or interest of any third party. (c) No Group Company has received any notice or claim (whether written, oral or otherwise) that (1) contests or challenges in any manner whatsoever the Group Company’s ownership or other rights in any Group Company Technology, (2) contests or challenges in any manner whatsoever the validity or enforceability of any of the Proprietary Rights of the Group Company in the Group Company Technology, or (3) claims or otherwise asserts that the Group Company, the Group Company Technology or the conduct of the Group Company’s business as currently conducted infringes, violates, misappropriates or otherwise interferes or conflicts with any right, title or interest of any third party. (d) There are no outstanding options, material licenses or agreements granting third parties the rights right to own or use any Group Company Technology owned by the Group Company (“Group Company Outbound Technology Licenses”). (e) The There are no material licenses or other agreements giving a Group Company the right to use certain Group Company Technology are listed in Section 3.11(e) of the Disclosure Schedule (“Group Company Inbound Technology Licenses”). (f) True and complete copies of all Group Company Outbound Technology Licenses and Group Company Inbound Technology Licenses (other than licenses of generally commercially available “off the shelf” software used by the Company) (collectively, the “Group Company Technology Agreements”) have been provided to the Series C InvestorsInvestor. (g) All Group Company Technology Agreements are valid, binding and in full force and effect with respect to each Group Company, and to the best information, knowledge and belief of the Group Company, each other party thereto. To the best information, knowledge and belief of each Group Company, all parties to the Group Company Technology Agreements have performed in all material respects their obligations thereunder, and neither any Group Company nor any other party thereto is in material default thereunder, nor to the best knowledge of the Warrantors, has there occurred any material event or circumstance that with notice or lapse of time or both would constitute a default or event of default on the part of the Group Company or any other party thereto or give to any other party thereto the right to terminate or modify any Group Company Technology Agreement. (h) No Group Company has received notice that any party to any Group Company Technology Agreement intends to cancel or terminate any Group Company Technology Agreement. (i) No Group Company is or will shall be as a result of the execution or delivery of this Agreement and the other Transaction Agreements to which it is a party, the consummation of the transactions contemplated hereby and thereby or the performance of obligations hereunder or thereunder, or as a result of conducting its business as currently contemplated, in breach of any license or other agreement relating to Group Company Technology. (j) No Group Company is aware that any third party is infringing or is likely to infringe any Group Company Technology. (k) To the best knowledge of the Warrantors after due inquiry, none None of a Group Company’s employees, contractors or consultants is obligated under any contract or agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Group Company or that would conflict with the Group Company’s business. (l) Each of the Group Company’s registered patents, copyrights, domain names, trademarks and service marks are in full force and effect, are not subject to any taxes, and each Group Company is current on all the maintenance fees with respect thereto. (m) To the best knowledge of the Warrantors after due inquiry, no No current or former employee, contractor or consultant of a Group Company has developed any Group Company Technology that is subject to any agreement under which such employee, contractor or consultant has assigned or otherwise granted to any third party any rights in or to such Group Company Technology. (n) . Except with respect to generally commercially available “off the shelf” software used by a Group Company, no royalties, fees or other payments are payable by a Group Company to any third party by reason of the ownership, possession, sale, marketing, use or other exploitation of any Group Company Technology to the extent necessary for the conduct of the Group Company’s business as it is now conducted or as proposed to be conducted and none (or no additional amounts) will shall be payable as a result of the consummation of the transactions contemplated by this Agreement. (on) Each Group Company maintains and diligently enforces commercially reasonable procedures to protect all confidential information relating to the Group Company Technology. No Group Company has deposited any source code or other Group Company Technology in any escrow account or otherwise delivered such source code or other Group Company Technology to any escrow agent. (po) No government funding, facilities of any university, college or other educational institution or public research center or funding from third parties was used in the development of any Group Company Technology. (qp) None of the software or firmware embedded or included in or on any hardware or other products sold by a Group Company or any other software or firmware that a Group Company now or in the future intends to sell or license either as a separate product or bundled with any other product or service, is required to be (a) disclosed or distributed in source code form, (b) licensed for the purpose of making derivative works, or (c) redistributable at no charge as the result of the use or incorporation of any Public Software (as defined below) in any Group Company Technology, the use of any Public Software (as defined below) in connection with the development of any Group Company Technology or for any other reason.

Intellectual Property; Status of Proprietary Rights. (a) Each All of the registered Proprietary Rights and Proprietary Rights that are the subject of applications for registration are owned by each Significant Group Company are valid and subsisting, and are not the subject of any challenge and/or opposition by any person. (ib) Each Significant Group Company legally and beneficially owns free and clear of all claims, security interests, liens and other encumbrancesLiens (except for Permitted Liens), or (ii) has the valid right or license to use, all products, materials, software, tools, software tools, computer programs, specifications, source code, object code, improvements, discoveries, user interfaces, software, mask works, Internet internet domain names, enterprise or business names, logos, data, information and inventions, and all documentation and media constituting, describing or relating to the foregoing foregoing, that is required or used in its the Group’s business as currently conducted or as proposed to be conducted together with all Proprietary Rights in or to all of the foregoing (collectively, the “Group Company Technology”). Section 3.11(a) of the Disclosure Schedule contains a true, complete and accurate list of all Proprietary Rights to be transferred to each Group Company and necessary for the conduct of the Group Company’s business as currently being conducted or proposed to be conducted, all of the Proprietary Rights set out in the Section 3.11(a) of the Disclosure Schedule. (bc) The possession, development, production, manufacturing, use, offering, marketing, licensing, distribution, sale and other exploitation by each Significant Group Company of any and all Group Company Technology as now conducted does not, and did not in the last two (A2) years, (i) infringe, violate, misappropriate or otherwise interfere or conflict with any patent and trademark rights of any third party in any material respect, or (Bii) infringe, violate, misappropriate or otherwise interfere or conflict with any other rights, title or interest (including any Proprietary Rights) of any third party. (c) No party in any material respect, and no Group Company has received written notice from any notice or claim (whether written, oral or otherwise) that (1) contests or challenges third party in any manner whatsoever the Group Company’s ownership or other rights in any Group Company Technology, (2) contests or challenges in any manner whatsoever the validity or enforceability of any respect of the Proprietary Rights of the Group Company in the Group Company Technology, or (3) claims or otherwise asserts that the Group Company, the Group Company Technology or the conduct of the Group Company’s business as currently conducted infringes, violates, misappropriates or otherwise interferes or conflicts with any right, title or interest of any third partysame. (d) There are no outstanding options, material licenses or agreements granting third parties the rights to own or use any Group Company Technology owned by the Group Company (“Group Company Outbound Technology Licenses”). (e) The All material licenses or other material agreements giving a required by any Significant Group Company the right to use certain Group Company Technology are have been validly obtained or validly entered into by such Significant Group Company and true and correct copies of these have been made available by the Company to the Purchaser or its representatives as requested as evidenced and set out in the documentation listed in Section 3.11(eB2, Section B6, Section C2 with reference 1, Section C4(i) with reference 6 to 8, Section C4(ii) with reference 6 to 8, Section C4(iii) with reference 1, Section C4(iv) with reference 3 to 4, Section D2 with references 3 and 5 to 7, Section E2 with references 1 to 3 and 8, Section F4 and Section G2 with reference 1 of the Disclosure Schedule Disclosed Documents Index (“Group Company Inbound Technology Licenses”). (fe) True and complete copies of all Group Company Outbound Technology Licenses and All Group Company Inbound Technology Licenses are valid, binding and in full force and effect. Each Significant Group Company to the Group Company Inbound Technology Licenses has, and to the knowledge of the Company any other party to the Group Company Inbound Technology Licenses has, performed, in all material respects its respective obligations thereunder, and neither such Significant Group Company nor to the knowledge of the Company any other party thereto, is in material default thereunder, nor has there occurred any event or circumstance that would constitute a material default or event of default on the part of such Significant Group Company. (other than licenses f) No Significant Group Company has received written notice that any party to any Group Company Inbound Technology License intends to cancel or terminate any Group Company Inbound Technology License and, to the knowledge of the Company, there are no grounds on which they might be terminated. (g) Except with respect to generally commercially available “off the shelf” software used by the Company) (collectively, the “a Significant Group Company Technology Agreements”) have been provided to the Series C Investors. (g) All Group Company Technology Agreements are valid, binding and in full force and effect with respect to each Group Company, and to the best information, knowledge and belief of the Group Company, each other party thereto. To the best information, knowledge and belief of each Group Company, all parties to the Group Company Technology Agreements have performed in all material respects their obligations thereunder, and neither any Group Company nor Inbound Technology Licenses, no royalties, fees or other payments are payable by a Significant Group Company to any other third party thereto is in material default thereunder, nor to the best knowledge by reason of the Warrantorspossession, has there occurred any material event development, use, offering, marketing, licensing, distribution, sale or circumstance that with notice or lapse other exploitation of time or both would constitute a default or event of default on the part of the Group Company or any other party thereto or give to any other party thereto the right to terminate or modify any Group Company Technology AgreementTechnology, except for any such payables which, individually or in the aggregate, do not exceed US$300,000. (h) No Group Company has received notice that any party to any Group Company Technology Agreement intends to cancel or terminate any Group Company Technology Agreement. (i) No Significant Group Company is or will be as a result of the execution or delivery of this Agreement and the other Transaction Agreements to which it is a party, the consummation of the transactions contemplated hereby and thereby or the performance of obligations hereunder or thereunder, or as a result of conducting its business as currently contemplated, in material breach of any license or other agreement relating to Group Company Technology. (ji) No Group Company is aware that any To the knowledge of the Company, no third party is infringing infringing, has infringed or is likely to infringe any Group Company Technology. (kj) To the best knowledge of the Warrantors after due inquiryCompany, none of a Group Company’s employees, contractors or consultants is obligated under any contract or agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Group Company or that would conflict with the Group Company’s business. (l) Each of the each Significant Group Company’s registered patents, copyrights, domain names, trademarks and service marks (including its registered Proprietary Rights, if any) are in full force and effect, effect and are not subject to free and clear of any taxesLiens other than Permitted Liens, and each Significant Group Company is current on all the maintenance fees with respect thereto. (mk) To the best knowledge of the Warrantors after due inquiry, no current or former employee, contractor or consultant of a Group Company has developed any The Group Company Technology that is subject to any agreement under which such employee, contractor or consultant has assigned or otherwise granted to any third party any rights in or to such Group Company Technology. (n) Except with respect to generally commercially available “off comprises all the shelf” software used by a Group Company, no royalties, fees or other payments are payable by a Group Company to any third party by reason material Proprietary Rights necessary for the carrying on of the ownershipbusiness of the Significant Group Companies in the manner in, possession, sale, marketing, use or other exploitation of any Group Company Technology and to the extent necessary for the conduct of the Group Company’s business as to, which it is now or has been conducted or as proposed to be conducted at, and none (or no additional amounts) will be payable as a result of the consummation of the transactions contemplated by this Agreement. (o) Each Group Company maintains and diligently enforces commercially reasonable procedures to protect all confidential information relating to the Group Company Technology. No Group Company has deposited any source code or other Group Company Technology in any escrow account or otherwise delivered such source code or other Group Company Technology to any escrow agent. (p) No government funding, facilities of any university, college or other educational institution or public research center or funding from third parties was used in the development of any Group Company Technologytwo (2) years immediately before, Closing. (q) None of the software or firmware embedded or included in or on any hardware or other products sold by a Group Company or any other software or firmware that a Group Company now or in the future intends to sell or license either as a separate product or bundled with any other product or service, is required to be (a) disclosed or distributed in source code form, (b) licensed for the purpose of making derivative works, or (c) redistributable at no charge as the result of the use or incorporation of any Public Software in any Group Company Technology, the use of any Public Software (as defined below) in connection with the development of any Group Company Technology or for any other reason.