Common use of Intellectual Property Clause in Contracts

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizations.

Intellectual Property. The Company (a) Seller or its Subsidiaries own, or possess licenses or other valid rights to use, and immediately prior to Closing the Sold Subsidiaries or one or more of their Subsidiaries will own, or possess licenses or other valid rights to use, all Intellectual Property (as defined in Section 3.25(d) hereof) necessary for the conduct of the business of Seller and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be currently conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none Section 3.25(a) of the Intellectual Property Rights set forth Seller Disclosure Schedule, (or required to be set forthi) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company Seller and its Subsidiaries as currently conducted does not infringe, misappropriate infringe or otherwise violate any Intellectual Property of any third party except where such infringement would not reasonably be expected to have a Material Adverse Effect, and (ii) no person is infringing or conflict otherwise violating any Intellectual Property of Seller or its Subsidiaries, except where such infringement would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.25(a) of the Seller Disclosure Schedule, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby will not result in the loss of, or any encumbrance on, the rights of Seller or any of its Subsidiaries with respect to the Intellectual Property Rights of othersowned or used by them and no claims, and in the past six (6) yearsorder, no claim, action actions or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by proceedings are pending or, to the knowledge of Seller, threatened, that seek to question the Company and its Subsidiariesownership or scope, being threatened against, cancel or limit the Company and its Subsidiaries regarding scope or validity of the Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability owned or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company Seller or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal Subsidiaries or state agency the rights of Seller or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and of its Subsidiaries therein, except in each case for such claims, orders, actions, proceedings, losses, encumbrances or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsas would not have a Material Adverse Effect.

Intellectual Property. The Company Horizons Disclosure Schedule contains a complete and its Subsidiaries exclusively own (free and clear correct list of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued material patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)trademarks, and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary trademark rights, including all (i) trademarks, trade names, service marks, service names, domain namesxxxx rights and copyrights and other proprietary intellectual property rights, and all applications for any of the foregoing owned by Horizons and its Subsidiaries as of the date of this Agreement. With such exceptions as, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on Horizons, to the knowledge of Horizons, Horizons or one of its Subsidiaries is the sole owner of or has the right to use and sell (with respect to Intellectual Property that is entirely owned by Horizons) without the payment of any fee or royalty to any other designation person (other than pursuant to Horizons Material Contracts or other agreements the non-disclosure of originwhich therein does not constitute a misrepresentation under Section 4.02(j)) all Intellectual Property necessary to carry on their respective businesses as currently conducted. As of the date of this Agreement, together with all goodwill associated therewithneither Horizons nor any of its Subsidiaries has received any written notice that any material Intellectual Property owned by or exclusively licensed to Horizons and/or its Subsidiaries has been declared unenforceable or otherwise invalid by any court or governmental agency. As of the date of this Agreement, there is, to the knowledge of Horizons, no existing infringement, misappropriation or other violation by others of any Intellectual Property owned by or licensed to Horizons and/or its Subsidiaries. From January 1, 2002 to the date of this Agreement, neither Horizons nor any of its Subsidiaries has received any written notice including but not limited to oppositions alleging that the operation of the business of Horizons or any of its Subsidiaries or the use of the Intellectual Property either infringes, misappropriates or otherwise violates in any material respect the Intellectual Property rights of others. Neither Horizons nor any of its Subsidiaries is a party to any settlements, covenants not to xxx, consents, decrees, stipulations, judgments, or orders resulting from suits, actions or similar legal proceedings that (i) restrict the rights of Horizons or any of its Subsidiaries to use any Intellectual Property material to the business of Horizons or any of its Subsidiaries as currently conducted, (ii) original works restrict in any material respect the conduct of authorship and copyrightsbusiness of Horizons or any of its Subsidiaries as currently conducted in order to accommodate any third party’s Intellectual Property rights, or (iii) patents permit third parties to use any material Intellectual Property owned by or exclusively licensed to Horizons or any of its Subsidiaries. The execution, delivery and patent applicationsperformance of this Agreement by Horizons and the consummation by Horizons of the transactions contemplated hereby will not (A) constitute a breach by Horizons or its Subsidiaries of any instrument or agreement governing any Horizons Intellectual Property rights, together with all divisionals(B) pursuant to the terms of any license or agreement relating to any Horizons Intellectual Property, continuationscause the modification of any terms of any such license or agreement, continuations-in-part, reissues and reexaminations (C) cause the forfeiture or termination of any Horizons Intellectual Property rights under the terms thereof, including all (D) give rise to a right of forfeiture or termination of any Horizons Intellectual Property rights under the terms thereof, or (E) impair the right of Horizons, its Subsidiaries, the Surviving Corporation or Analysts to file applications make, have made, offer for patentsale, (iv) trade secretsuse sell, know-how and other confidential informationexport or license any Horizons Intellectual Property rights or portion thereof pursuant to the terms thereof, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsexcept in the case for those matters that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Horizons.

Intellectual Property. All Pre-existing Intellectual Property shall remain the property of the party owning such Pre-existing Intellectual Property. Unless otherwise agreed in writing, all New Intellectual Property shall be owned by the Provider upon creation, subject to the restrictions regarding the use and transfer of New Intellectual Property as set out in this Agreement. The Company Provider must ensure that the Principal Investigator and the Provider’s employees, agents, and subcontractors engaged in the Research Project enter into legally binding agreements that confirm the Provider’s title to all New Intellectual Property upon creation in accordance with clause 9.2. The Provider must have policies and procedures in place, and comply with such policies and procedures at the Provider’s cost, regarding the identification, registration, protection, management, Commercialisation, and enforcement of New Intellectual Property. Any Commercialisation of the New Intellectual Property by the Provider (including using or incorporating third party Intellectual Property in order to commercialise the New Intellectual Property or Deliverables) must be directed towards maximising impact on health outcomes for the benefit of New Zealand and in particular, reducing the incidence and impact of cancer. The Provider must not use or Commercialise New Intellectual Property in partnership with or for the benefit of the tobacco industry or any other industry as identified and notified by CSNZ from time to time. The Provider acknowledges and agrees that it must not sell, assign, transfer, or otherwise dispose of its Subsidiaries exclusively rights, title and interest in the New Intellectual Property or Deliverables in any format, except: as agreed in writing by CSNZ; or in accordance with the terms of this Agreement; or to CSNZ (or a nominee) for the fee of $1.00 payable by CSNZ on demand in the event that no steps to commercialise the New Intellectual Property or Deliverables have been taken for a period of 24 months or longer from the Completion Date; and the parties agree that they will, at their own cost, sign all documents and do all things necessary to effect such assignments or transfers. The Provider acknowledges and agrees that no third party Intellectual Property may be incorporated into or be required in order to Commercialise any: New Intellectual Property; Deliverable; or Pre-existing Intellectual Property that is incorporated into or would be required in order to Commercialise any New Intellectual Property, unless the Provider has granted CSNZ (free and clear of or obtained for CSNZ) all liensnecessary licences to use such third party Intellectual Property in accordance with this Agreement (including as contemplated by clause 9.9) in each instance. Where the Provider incorporates any third party Intellectual Property into any New Intellectual Property, encumbrances and defects) Deliverable, or possess Pre-existing Intellectual Property that is incorporated into or would be required in order to Commercialise any New Intellectual Property, the Provider warrants that it has obtained all necessary licences from third parties for CSNZ to use the third party Intellectual Property in accordance with this Agreement. Subject to Clause 11, the Provider hereby grants to CSNZ an irrevocable, non-exclusive, sub-licensable, royalty free, worldwide, perpetual licence (including a valid license or other lawful right to sub-license) to reproduce, publish, modify, and otherwise freely use all for research purposes the New Intellectual Property, the Deliverables, and the Provider’s Pre-existing Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company extent that it is incorporated into and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminateduse the Deliverables and New Intellectual Property). For the avoidance of doubt, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from this licence shall survive the date Completion Date and termination of this Agreement. The conduct Provider acknowledges and agrees that all information and materials received by CSNZ in relation to the Research Project, the findings and outcomes of the business Research Project, and the Research Funding, may be promoted, advertised, published, disclosed, publicised, and otherwise used by CSNZ (and its divisions, representatives and nominees), including for the purposes of fundraising, publicity, public and community education and engagement, health practitioner education, policy advice, lobbying activities, knowledge-sharing, training, managing the performance of the Company Research Funding and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of otherscarrying out audits and evaluations, and general business process reviews. Subject to clause 11, the Provider acknowledges and agrees that all information and materials received by CSNZ in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, relation to the knowledge Research Project, the findings and outcomes of the Company Research Project, and its Subsidiariesthe Research Funding, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, may be disclosed by CSNZ to its knowledgedivisions, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present representatives and former employeesnominees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secretsother research providers, know-how educational institutions, external peer reviewers, experts and other confidential information of the Company appointees, government and its Subsidiariesrelevant regulatory authorities, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain nameshigher education funding councils, and other designation research organisations or funding bodies. CSNZ hereby grants the Provider a worldwide, royalty free, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the CSNZ Branding strictly for the purposes of originpromoting, together advertising, publishing, or otherwise publicising the Research Project and the findings and outcomes of the Research Project in accordance with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsclause 10.3.

Intellectual Property. The Company Section 3.09 of the Disclosure Schedules sets forth: (i) all U.S. and its Subsidiaries foreign registrations of Intellectual Property (and applications therefor) which are owned and used by Seller in connection with the Business as relates to the Purchased Assets (the “Registered IP”); (ii) all material unregistered Intellectual Property owned or purported to be owned and used by Seller in connection with the Business as relates to the Purchased Assets (the “Unregistered IP” and together with Registered IP (but collectively, the “Seller IP”); and (iii) all third party licenses, sublicenses and other agreements or permissions used by Seller Parties in connection with the Business as relates to the Purchased Assets (“IP Licenses”) (other than shrink wrap licenses or other similar licenses for commercial off-the-shelf software with an annual license fee of $10,000 or less (which are not required to be listed, but are “IP Licenses” as that term is used herein)), under which Seller is a licensee or otherwise is authorized to use any Intellectual Property. All Registered IP is valid and in force and owned exclusively own (by Seller without obligation to pay royalties, licensing fees or other fees, or otherwise account to any other Person with respect to such Registered IP. Seller owns, free and clear of all royalties or other liens, encumbrances has valid and defects) enforceable rights in, and has the unrestricted right to use, sell, license, transfer or possess assign, all Seller IP, and there are no agreements which restrict or limit the use of Seller IP by Seller (or Buyer as its assignee), other than IP Licenses that require consent to assign. Seller has a valid and enforceable license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each that is the subject of the registrations or applications for registration of Intellectual Property Rights (including issued patents IP Licenses. Seller has performed all material obligations imposed on it in the IP Licenses, has made all payments required to date under the IP Licenses, and applications for patent) owned or licensed is not, nor, to the Company and its Subsidiaries knowledge of Seller, is listed on Schedule 3.1(p)(i)any other party thereto, and each item in breach or default thereunder, nor has any event occurred that with notice or lapse of such Intellectual Property Rights is valid and enforceable. Each time or both would constitute a default thereunder, Seller has not received in the last three (3) years any written notice of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which claim that any of the Company and its Subsidiaries Seller IP has unintentionally expired, is a party is listed on Schedule 3.1(p)(ii), each such contract is not valid and enforceable, and none or enforceable or that the operation of the Company Business as relates to the Purchased Assets (as of the time of Closing) infringes upon, conflicts with or its Subsidiaries misappropriates any Intellectual Property of any third party, and, to the knowledge of Seller, no such claims or controversies currently exist. Seller has no knowledge that any third party has misappropriated or infringed Seller IP and not given in the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within last three (3) calendar months from the date years any notice of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate infringement or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or misappropriation to any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise respect to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsSeller IP.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defectsa) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii)Section 4.12(a) of the Disclosure Schedule, none of which shall be delivered by Seller to Buyer on or before December 15, 1995, either CNI or CLC owns, licenses or otherwise has the right to use, sell, or license the Intellectual Property Rights set forth (or required as defined in this subparagraph 4.12(a)) as used in the NewMedia Business as heretofore conducted. Section 4.12 of the Disclosure Schedule, to be set forthdelivered by Seller to Buyer on or before December 15, 1995, shall include a true and complete listing of the following: (i) on Schedule 3.1(p)(iSection 4.12(a)(i) shall list all issued patents and pending patent applications, registered trademarks and service marks and applications therefor, and copyright registrations and applications ("Registered Intellectual Property") which are owned by CNI or CLC; (ii) Section 4.12(a)(ii) shall list all other products and titles (including print, CD-ROM and online titles and computer programs) which are not the subject of copyright registrations, common law trade names, trademarks or service marks ("Unregistered Intellectual Property") which are owned by or licensed to CNI or CLC and which are currently used in and necessary to the NewMedia Business as heretofore conducted ; (iii) Section 4.12(a)(iii) shall list (X) each license or other agreement in which CNI or CLC has expired licensed or terminated, granted to another rights to or permission to use the subject matter of Registered Intellectual Property or Unregistered Intellectual Property owned by either CNI or CLC which is either material to the NewMedia Business as heretofore conducted or in which such grant or license is exclusive in whole or in part ("Licensor Agreements") and (Y) each material license or other agreement in which CNI or CLC has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate licensed or otherwise violate received from another rights to or conflict with the permission to use Registered Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Unregistered Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any another ("Licensee Agreements"); (all of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures collectively referred to protect the secrecy, confidentiality and value of all of its herein as "Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(ivProperty"), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement(Y) above, “Intellectual Property Rights” means all intellectual property the term "material" refers to materiality to any individual product, title or product line currently used in and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights necessary to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsthe NewMedia Business as heretofore conducted.

Intellectual Property. The Company Schedule 4.14 sets forth an accurate, correct and its Subsidiaries exclusively own (free complete list and clear summary description of all liensIntellectual Property. "INTELLECTUAL PROPERTY" means all patents, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessarytrademarks, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents trademark rights, trade names, trade styles, trade dress, trade secrets, logos, product designations, service marks, copyrights, know-how and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company foregoing utilized in the Business. During the preceding five (5) years, Seller has not been known by or done business under any name other than those listed in Schedule 4.14. Schedule 4.14 sets forth an accurate, correct and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid complete list and enforceable, summary description of all licenses and none other agreements relating to any Intellectual Property. None of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties Intellectual Property is subject to any such contractextensions, is in default renewals, taxes or breach thereunder or thereoffees due within ninety (90) days after Closing. Except as set forth in Schedule 3.1(p)(iii)4.14, none of (a) Seller is the sole and exclusive owner or has the sole and exclusive right to use the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six endodontics field; (6b) yearsno action, no claimsuit, action proceeding or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There investigation is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by pending or, to the knowledge of Seller or the Company and its SubsidiariesStockholders, being threatened against, with respect to the Company and its Subsidiaries regarding Intellectual Property; (c) none of the Intellectual Property Rightsinterferes with, including any challenging infringes upon, conflicts with or otherwise violates the validityrights of others or, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To to the knowledge of Seller or the Company Stockholders, is being interfered with or infringed upon by others, and its Subsidiariesnone is subject to any outstanding order, decree, judgment, stipulation or charge; (d) there are no third party is infringingroyalty, misappropriating commission or otherwise conflicting with its Intellectual Property Rights. None of the Company similar arrangements, and no licenses, sublicenses or its Subsidiaries are aware of any facts or circumstances which might give rise agreements, pertaining to any of the foregoing infringementsIntellectual Property; (e) Seller has not agreed to indemnify any person for or against any infringement of or by the Intellectual Property; (f) neither Seller nor the Stockholders have knowledge of any patent, misappropriations invention or other conflicts, application therefor or claims, actions or proceedings. Each similar property which would infringe upon any of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rightsor render obsolete or adversely affect the manufacture, as applicableprocessing, and, distribution or sale of products or services relating to its knowledge, no unauthorized disclosure the Business; (g) all items of any information comprising any Intellectual Property Rights has occurred. All present are properly registered under applicable Law; and former employees(h) the Intellectual Property constitutes all such assets, consultants properties and independent contractors of each rights which are used in or necessary for the conduct of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business Business as it is being conducted as of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiariesdate hereof. Except as set forth on Schedule 3.1(p)(iv)4.14, no United States federal all rights of Seller in and to the Intellectual Property are transferable to Buyer as contemplated herein without any consent or state other approval which has not been obtained. To the knowledge of Seller and the Stockholders, the operation of the Business by Buyer after the Closing in the manner and geographic areas in which the Business is currently conducted by Seller will not interfere with or infringe upon any patent or trademark or any intellectual property right of others. Neither Seller nor the Stockholders is subject to any judgment, order, writ, injunction or decree of any court or any Federal, state, local or other governmental agency or instrumentality, domestic or foreign, or any other government arbitrator, or governmental agency, university, research institute has entered into or other similar organization has sponsored is a party to any research by contract which restricts or impairs the Company and its Subsidiaries or been involved with or otherwise sponsored any development use of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsProperty.

Intellectual Property. All registered trademarks and applications to register trademarks and Internet domain names, patents and patent applications and registered copyrights and applications to register copyrights owned by the Company or any of its Subsidiaries are set forth on the Intellectual Property Schedule (collectively, the “Scheduled IP”). Other than Company Intellectual Property and the Intellectual Property licensed by a third-party to the Company or any of its Subsidiaries (“Company Licensed IP”), there is no Intellectual Property used in the operation of the business in the manner and to the extent currently conducted by Company and its Subsidiaries. Except as set forth on the Intellectual Property Schedule: (a) the Company and each of its Subsidiaries hold full, good, transferable, non-contested and valid title to all Company Intellectual Property free and clear of all Liens (other than Permitted Liens ) and have a valid right to use the Company Licensed IP; (b) neither the Company nor any of its Subsidiaries has received any written claims in the past three (3) years that the Company or any of its Subsidiaries has infringed or misappropriated the Intellectual Property of any other Person; (c) to the Sellers’ knowledge, neither the Company nor any of its Subsidiaries is currently infringing or misappropriating the Intellectual Property of any other Person; (d) to the Sellers’ knowledge, there is no infringement, misappropriation or such other conflict by any other Person involving the Company Intellectual Property; (e) to the Sellers’ knowledge, there is no nor has there been any challenge to the validity, enforceability, or ownership of any Company Intellectual Property; and (f) except with respect to the Company Licensed IP, the operation of the business in the manner and to the extent currently conducted does not require any payment of any consideration/royalty to any third party for use of such third party’s Intellectual Property. The Company and its Subsidiaries exclusively own (free have taken commercially reasonable steps to protect their rights in and clear of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceableincluding, where appropriate, maintaining the confidentiality thereof. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties Subject to any such contractconsents required pursuant to Section 7.04, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of immediately following the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened againstClosing, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, Purchaser shall own all right, title and interest in and to all of the Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research owned by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported the valid right to be owned by or exclusively licensed use all Company Licensed IP necessary to operate the business in the manner and to the extent currently conducted by Company or and its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizations.

Intellectual Property. The Company As used herein, “IP” means any and its Subsidiaries exclusively own (free all inventions, improvements, information and clear know-how, including without limitation those related to processes, compositions of matter and methods of use, made by or on behalf of either party individually or jointly, arising out of the performance of the Project, whether protectable by patent or as a trade secret, and all intellectual property rights therein and thereto. Customer shall be the sole and exclusive owner of all liens, encumbrances and defects) IP developed by Catalent or possess a valid license its affiliates or other lawful right to use [ * ] which can be used solely in connection with the Product (“InterMune IP”). Catalent shall own all Intellectual Property Rights necessary, used IP developed by Catalent or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each affiliates in the performance of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to Project which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to can be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months used apart from the date of this Agreement. The conduct of Product without the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurredInterMune Information (as defined in the CDA) (“Cardinal IP”). All present [ * ]. Catalent hereby grants, and former employeesautomatically will be deemed to have granted, consultants and independent contractors of each to Customer a royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, sublicenseable license to exploit the Cardinal IP solely in connection with the manufacture, use or sale of the Company and its Subsidiaries that have been involved in the development of Product or any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree improvement thereto. Catalent agrees to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicableassign, and (B) assign shall automatically be deemed to one of the Company or its Subsidiarieshave assigned, as applicable, all Catalent’s entire right, title and interest in and to all Intellectual Property Rights created InterMune IP to Customer. Upon request by Customer, and without additional consideration, Catalent agrees to promptly execute documents, testify and take such Person in other acts at Customer’s expense as Customer may deem necessary or desirable to procure, maintain, perfect, and enforce the course of hisfull benefits, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv)enjoyment, no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including title and interest of the InterMune IP on a Worldwide basis, and to render all (i) necessary or reasonably requested assistance in making application for and obtaining original, divisional, renewal, or reissued utility and design patents, copyrights, mask works, trademarks, trade names, service marks, service names, domain namessecrets, and all other designation technology and intellectual property rights throughout the world related to any of originthe InterMune IP, together in Customer’s name and for its benefit. Catalent shall promptly provide Customer with all goodwill associated therewith, (ii) original works a copy of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights any formal invention disclosure document that relates to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsthe IP. InterMune IP shall be deemed to be InterMune Information under the CDA.

Intellectual Property. The (i) Each of the Company and its Subsidiaries exclusively own (free and clear of all lienshas sufficient rights, encumbrances and defects) through ownership or possess a valid license or other lawful right license, to use all material Intellectual Property Rights necessary, used or held for use to conduct in its business as presently conducted and to be used in its business as presently proposed to be conducted, all of which rights shall survive unchanged the consummation of the transactions contemplated by this Agreement. Section 5.1(n)(i) of the Company Disclosure Letter sets forth a true and complete list of all (x) Registered and/or material Intellectual Property owned by the Company and its Subsidiaries, indicating for each Registered item the registration or application number and the applicable filing jurisdiction and (y) Intellectual Property Contracts (other than licenses for commercial “off-the-shelf” or “shrink-wrap” Software that has not been modified or customized for the Company). Each of the registrations or applications for registration Company and its Subsidiaries has exclusive ownership of all material Intellectual Property Rights owned by it, free and clear of all Liens, non-exclusive licenses (including issued patents other than those granted in the ordinary course of business) and applications for patent) exclusive licenses. The Intellectual Property owned or licensed to by the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)valid, and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid subsisting and enforceable, and none is not subject to any outstanding order, judgment, decree or agreement adversely affecting the Company’s or any of the Company its Subsidiaries’ use thereof or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rightsrights thereto. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of neither the Company or nor any of its Subsidiaries are aware of any facts or circumstances which might give rise to Subsidiaries, nor any of the foregoing infringements, misappropriations products or other conflicts, or claims, actions or proceedings. Each services of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agencyinfringes, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with misappropriates or otherwise sponsored any development violates, or has infringed, misappropriated or otherwise violated the Intellectual Property rights of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to third party during the Company or its Subsidiaries. For purposes five (5) year period immediately preceding the date of this Agreement, “and, except as set forth in Section 5.1(n)(i) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any notice or claim challenging the Company’s or any Subsidiary’s ownership of any of the Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation owned by the Company or any Subsidiary or claiming that the Company or any Subsidiary infringes or misappropriates the Intellectual Property of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsany third party.

Intellectual Property. The Company Except as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of such Obligor, each Obligor and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) Subsidiary owns or possess a valid license or other has the lawful right to use all Intellectual Property Rights necessarynecessary for the conduct of its business, used and such use does not conflict with, misappropriate, infringe on or held for use to conduct its business as presently conducted and as presently proposed to be conductedviolate, in any material respect, the intellectual property rights of others. Each of the All registrations or applications for registration of Intellectual Property Rights (including issued patents owned by an Obligor and applications for patent) owned or licensed to the Company and its Subsidiaries is listed set forth on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound9.1.12(a) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries are and, to the knowledge of the Company and its SubsidiariesObligors’ knowledge, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the all Intellectual Property Rights set forth (exclusively licensed to an Obligor on the Closing Date, are valid, enforceable, subsisting and unexpired and have not been abandoned, except for such instances that individually or required to in the aggregate could not reasonably be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoinghave a Material Adverse Effect. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by pending or, to the knowledge of the Company and its Subsidiariesany Senior Officer of Borrowers, being threatened (in writing) pending Intellectual Property Claim that has been received by, or filed against, a Borrower in within the Company and its Subsidiaries regarding Intellectual last three years with respect to any Obligor, any Subsidiary or any of their Property Rights, (including any challenging Intellectual Property) which could reasonably be expected to have a Material Adverse Effect. There is no holding or judgment that has been rendered on or after the validity, enforceability, ownership, enforcement, patentability date that is five years prior to the Closing Date by any Governmental Authority or registrability arbitrator in the United States or outside the United States which would limit or cancel the validity or enforceability of any Intellectual Property Rightsowned by an Obligor, or to such Obligor’s knowledge, any Intellectual Property licensed to an Obligor which could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company and its SubsidiariesObligors, there are no third party is infringing, misappropriating or otherwise conflicting with its any unauthorized infringing uses of any item of Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed any Obligor that could reasonably be expected to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, lead to such item becoming invalid or unenforceable and other designation of origin, together with all goodwill associated therewith, (ii) original works have a Material Adverse Effect. As of authorship and copyrightsthe Closing Date, (iii) patents and patent applicationsno Obligor or Subsidiary pays or owes, together pursuant to a License, any material Royalty or other material compensation to any Person with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights respect to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsany Intellectual Property. All Registered Intellectual Property owned by any Obligor or Subsidiary as of the Closing Date is shown on Schedule 9.1.12(a).

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defectsa) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with With respect to the use, ownership or enforcement of Intellectual Property Rights to which any owned by, or exclusively licensed to, Parent and each Subsidiary of Parent (collectively, the “Parent Owned Intellectual Property”), Section 4.13(a) of the Company Parent Disclosure Schedule sets forth, in each case as of the date hereof, an accurate and its Subsidiaries is complete list of all: (i) Patents, including the patent number or application serial number, the date issued or filed, and the current status; (ii) registrations for and applications to register Trademarks, including the application serial number or registration number, for each country or regional filing, and the class of goods covered; (iii) Domain Names, including the registration date, any renewal date and name of registry; and (iv) registrations for and applications to register Copyrights, including the number and date of registration for each country or regional filing in which a party is listed on Schedule 3.1(p)(iiCopyright has been registered (clauses (i) through (iv), each such contract is valid and enforceablecollectively, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof“Parent Registered Intellectual Property”). Except as set forth in Schedule 3.1(p)(iii), none Section 4.13(a) of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminatedParent Disclosure Schedule, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from as of the date of this Agreement. The conduct , none of the Parent Registered Intellectual Property (x) has expired, been canceled or been abandoned, except (A) for such expirations, cancelations and abandonments intended or permitted by Parent in its reasonable business of judgment or by the Company third party controlling prosecution and maintenance thereof in its Subsidiaries does not infringereasonable business judgment, misappropriate or otherwise violate or conflict (B) in accordance with the Intellectual Property Rights expiration of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Officeits ordinary term, or any corresponding non-U.S. authority, or before any other governmental authority(y) has been made held invalid or brought alleging the foregoingunenforceable by a court or other tribunal of competent jurisdiction. There is no claim, action or proceeding that has been made or brought in the past six With respect to Patents (6other than any provisional patent applications) years by or against, being threatened by orcovering subject matter directed to Parent Products, to the knowledge of the Company Parent, there is no material prior art, prior use, prior sale or other novelty defeating acts that were not submitted to relevant Governmental Entities that applicable law would require to be submitted. Each granted Patent, registered Trademark and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding registered Copyright of Parent Registered Intellectual Property Rightsis valid, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company subsisting and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsenforceable.

Intellectual Property. The (a) Part 3.8(a)(i) of the Company Disclosure Schedule sets forth a true and its Subsidiaries exclusively own (free and clear correct list of all liens, encumbrances Registered IP and defects) or possess a valid license or other lawful right to use all material unregistered Intellectual Property Rights necessaryowned in whole or in part by the Company (collectively, used the “Scheduled IP”), and identifies (i) the name of applicant/registrant, (ii) the jurisdiction of application/registration and (iii) the application or held registration number for use to conduct its business as presently conducted and as presently proposed to be conductedeach item of Registered IP. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and patent applications for patent) included in the Scheduled IP that is solely owned or licensed co-owned by an Acquired Corporation properly identifies by name each and every Company Associate that is an inventor of the claims thereof as determined in accordance with applicable Legal Requirements of the United States, and to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each Knowledge of the licenses (in-bound Company, the Legal Requirements of each country in which such patent or out-boundpatent application is filed. Other than as set forth on Part 3.8(a)(ii) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened againstDisclosure Schedule, the Company Acquired Corporations exclusively own and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, possess all right, title and interest in and to, or have the right to use, pursuant to a valid and enforceable agreement, all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement Company IP used by the Company Acquired Corporations or any otherwise necessary for the operation of its Subsidiariesthe business of the Acquired Corporations, as currently conducted, free and clear of all Encumbrances other than Permitted Encumbrances. Except As of the date of this Agreement, other than as set forth on Schedule 3.1(p)(iv)Part 3.8(a)(iii) of the Company Disclosure Schedule, no United States federal or state agency or Registered IP listed on Part 3.8(a)(i) of the Company Disclosure Schedule has been the subject of any other government or governmental agencyinterference, universityopposition, research institute cancellation, reissue, reexamination or other substantially similar organization proceeding of any nature (other than initial examination proceedings) that has sponsored not been finally resolved, and no such proceeding is pending or threatened in writing, in each case in which the scope, validity, enforceability or ownership of any research by Registered IP listed on Part 3.8(a)(i) of the Company and its Subsidiaries Disclosure Schedule is being or has been involved with contested or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationschallenged.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear A list of all liensof Borrower’s Intellectual Property and all license agreements, encumbrances and defects) sublicenses, or possess a valid other rights of any Loan Party to use Intellectual Property (including all such in-bound license or other lawful right sublicense agreements, but excluding over-the-counter software that is commercially available to use all the public) is set forth on Schedule 5.2(d), which indicates, for each item of property: (i) the Borrower’s name owning such Intellectual Property Rights necessaryor licensee to such license or sublicense agreement; (ii) Borrower’s identifier for such property (i.e., used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each name of the registrations or applications for registration of patent, license, etc.), (iii) whether such property is Intellectual Property Rights (including issued patents and applications for patentor application therefor) owned by Borrower or licensed is property to which Borrower has rights pursuant to a license or sublicense agreement, (iv) the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item expiration date of such Intellectual Property Rights or license or sublicense agreement, and (v) whether such property constitutes Material Intellectual Property. In the case of any Material Intellectual Property that is a license or sublicense agreement, Schedule 5.2(d) further indicates, for each: (A) the name and address of the licensor, (B) the name and date of the agreement pursuant to which such item of Material Intellectual Property is licensed, (C) whether or not such license or sublicense agreement grants an exclusive license to Borrower, (D) whether there are any purported restrictions in such license or sublicense agreement as to the ability of Borrower to grant a security interest in and/or to transfer any of its rights as a licensee under such license or sublicense agreement, and (E) whether a default under or termination of such license or sublicense agreement could interfere with Agent’s right to sell or assign such license or any other Collateral. Except as noted on Schedule 5.2(d), Borrower is the sole owner of and has exclusive rights to use its Intellectual Property, except for non-exclusive licenses granted to its customers in the Ordinary Course of Business as identified on Schedule 5.2(d). Each Patent is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company enforceable and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none no part of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged judged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate in whole or otherwise violate or conflict with the Intellectual Property Rights of othersin part, and in to the past six (6) yearsbest of Borrower’s knowledge, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) claim has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge any part of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property RightsProperty, including any challenging activities falling within the validityscope of, enforceabilityor covered by, ownershipthe Intellectual Property, enforcement, patentability or registrability violates the rights of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiariesthird party, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed except to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights extent such claim could not reasonably be expected to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationshave a Material Adverse Change.

Intellectual Property. The Company Each Borrower and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) Guarantor owns or possess a valid license licenses or other lawful otherwise has the right to use all Intellectual Property Rights necessary, used or held necessary for use to conduct the operation of its business as presently conducted (collectively, “IP Rights”). On the Closing Date, no Borrower or Guarantor owns any Intellectual Property registered, or subject to pending applications, in the United States Patent and Trademark Office or any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, other than those described in Schedule 8.11(a) hereto and, as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)Closing Date, and each item of such Intellectual Property Rights is valid and enforceable. Each of the has not granted any licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of any Intellectual Property Rights to which any of the Company and its Subsidiaries that is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, material to the knowledge conduct of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default Borrower’s or breach thereunder or thereof. Except Guarantor’s business other than as set forth in Schedule 3.1(p)(iii), none 8.11(b) hereto. Each Borrower and Guarantor is the sole and exclusive owner of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company entire and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all unencumbered right, title title, and interest in and to all Intellectual Property Rights created by such Person used in the course operation of hisits business, her or, in the case of licenses and options granted to such Borrower or its employment Guarantor with respect to Intellectual Property owned by other Persons, each Borrower or Guarantor, as the case may be, has a valid and enforceable license, option or other engagement right, as the case may be, to use such Intellectual Property; and except as could not reasonably be expected to have a Material Adverse Effect, the Intellectual Property owned by each Borrower or Guarantor is valid, subsisting, unexpired (except as the Company result of the expiration of patents and copyrights at the end of their statutory term), and enforceable and has not been abandoned or any of its Subsidiariesadjudged invalid or unenforceable, in whole or part. Except as set forth on described in Schedule 3.1(p)(iv)8.11(c) hereto, to each Borrowers’ and Guarantor’s knowledge, no United States federal event has occurred which could reasonably be expected to result in after notice or state agency passage of time or both, the revocation, suspension or termination of Intellectual Property rights included in the Collateral, the revocation, suspension or termination of which could reasonably be expected to have a Material Adverse Effect. To the best of each Loan Party’s knowledge, except as could not reasonably be expected to have a Material Adverse Effect, no IP Rights, advertising, product, process, method, substance, part or other material used by any Loan Party or any other government Subsidiary in the operation of their respective businesses as currently conducted infringes upon any rights held by any Person. No written claim or governmental agencylitigation regarding any of the IP Rights, universityis pending or, research institute to the knowledge of any Loan Party, threatened against any Loan Party or Subsidiary. Schedule 8.11(d) hereto sets forth all of the agreements or other similar organization arrangements of Borrowers and Guarantors pursuant to which Borrower has sponsored a license, option, or other right to use any research by the Company trademarks, logos, designs or other intellectual property that is material to such Borrower’s or Guarantor’s business and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to another Person as in effect on the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all Closing Date (i) trademarks, trade names, service marks, service names, domain names, and other designation of origincollectively, together with all goodwill associated therewithsuch agreements or other arrangements as may be entered into by any Borrower or Guarantor after the Closing Date, collectively, the “License Agreements” and individually, a “License Agreement”). No material trademark, service xxxx, copyright or other Intellectual Property at any time used by a Borrower which is owned by another Person, or owned by any Borrower or Guarantor subject to any security interest, lien, collateral assignment, pledge or other encumbrance in favor of any Person other than Agent, is affixed to any Eligible Inventory, except (x) as set forth in any Promotional Agreement, (iiy) original works to the extent permitted under the terms of authorship and copyrightsthe License Agreements listed on Schedule 8.11(d) hereto or (z) to the extent the sale of Inventory to which such Intellectual Property is affixed is permitted to be sold by any Borrower or Guarantor under applicable law (including the United States Copyright Act of 1976). As of the Closing Date, (iii) patents and patent applicationsno Borrower or Guarantor licenses any Intellectual Property, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights except pursuant to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsthe Promotional Agreements.

Intellectual Property. The Company Section 5.03(m) of the Disclosure Letter sets forth an accurate and complete list of: (i) all registered Marks, and all pending applications for registration of any Marks anywhere in the world, owned by it or its Subsidiaries; (ii) all Patents and application for Patents, anywhere in the world, owned by it or its Subsidiaries; (iii) all registered Copyrights and pending applications for registration of any Copyrights anywhere in the world owned by it or its Subsidiaries; and (iv) all Software owned by it or its Subsidiaries exclusively own (free and clear that is material to the operation of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted conducted, but excluding off-the-shelf and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of licensed Software (collectively, "Owned Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(iiProperty"), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii)Section 5.03(m) of the Disclosure Letter, none it and its Subsidiaries own all right, title, and interest in the Owned Intellectual Property. It or its Subsidiaries own, or are licensed or otherwise possess legal enforceable rights to use the Intellectual Property Rights that are used in its businesses, and the businesses of its Subsidiaries, as currently conducted. To its knowledge, all material patents, trademarks, trade names, service marks and copyrights held by it or its Subsidiaries are valid and subsisting. To its knowledge, it and its Subsidiaries are not infringing any intellectual property rights of any other Person. To its knowledge, no claim is pending or, to its knowledge, threatened with respect to the ownership, validity, license or use of, or any infringement resulting from, the Intellectual Property Rights. To its knowledge, the Intellectual Property Rights are not being infringed or misappropriated by any other Person. There are no restrictions on the direct or indirect transfer of the Intellectual Property Rights set forth (or required to that would be set forth) on Schedule 3.1(p)(i) has expired or terminatedtriggered by the transactions contemplated hereby. To its knowledge, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company it and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has have taken reasonable measures precautions in accordance with standard industry practice to protect the secrecy, confidentiality and value of all material Trade Secrets of it or its Intellectual Property RightsSubsidiaries, as applicableincluding requiring their employees and officers to execute and deliver confidentiality, and, to assignment of rights and non-disclosure agreements. To its knowledge, no unauthorized disclosure employee of it or its Subsidiaries is in violation of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development material term of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company confidentiality or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsnondisclosure agreement.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defectsi) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “"Intellectual Property Rights” means Property" shall mean all intellectual property of the following (in whatever form or medium) that are owned by or licensed to International or Daka, whether domestic or foreign, and proprietary rightsare used in the conduct of the Foodservice Business as conducted currently: patents, including all (i) trademarks, service marks and copyrights (whether registered or unregistered); applications for patents and for registration of trademarks, service marks and copyrights; trade secrets and trade names; know how, service marks, service names, domain names, research and other designation technical information; and invention disclosures to be filed or awaiting filing determinations; but not including any commercially available "off-the-shelf" software licenses, the loss of originwhich would not have a Material Adverse Effect on International or Daka, together with all goodwill associated therewith, taken as a whole. (ii) original works Schedule 4.2(n) of authorship the Disclosure Schedule sets forth a complete list of all Intellectual Property applications and copyrightsregistrations therefor which are unexpired or uncancelled as of the date hereof. Except for such matters that individually or in the aggregate have not had and could not reasonably be expected to have a Material Adverse Effect on International and Daka taken as a whole, (iiiA) patents the Intellectual Property owned by International or Daka is valid and patent applicationsenforceable, together with free and clear of all divisionals, continuations, continuations-in-part, reissues Liens; (B) International or Daka has taken all reasonable actions necessary to maintain and reexaminations thereof, including all protect its rights to file applications for patentthe Intellectual Property; (C) there has been no claim made against International or Daka asserting the invalidity, misuse, unregistrability or unenforceability of any of the Intellectual Property or challenging its right to use or ownership of any of the Intellectual Property; (ivD) trade secretsneither International nor Daka has any Knowledge of any infringement or misappropriation of any of the owned Intellectual Property; (E) to the Knowledge of International or Daka, know-how the conduct of the Foodservice Business has not infringed or misappropriated and does not infringe or misappropriate any intellectual property or proprietary right of any other confidential information, entity; (vF) software, including data, databases and documentation thereforno loss of any of the Intellectual Property is pending or to the Knowledge of International or Daka threatened; (G) the owned Intellectual Property, and to the Knowledge of International and Daka the licensed Intellectual Property, as it is currently used in the Foodservice Business, is sufficient to operate the Foodservice Business as it is currently conducted; (viH) inventionsthe consummation of the transactions contemplated by this Agreement will not alter, licenses, approvals and governmental authorizations.impair

Intellectual Property. The Company Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect: (A) Parent and its Subsidiaries exclusively own (free and clear of all liensown, encumbrances and defects) or possess a valid license or other lawful have the right to use all Intellectual Property Rights necessaryused in the operation of their businesses as currently conducted, used or held for use to conduct its business as presently conducted free and as presently proposed to be conducted. Each clear of the registrations or applications for registration of Intellectual Property Rights all Liens; (B) no Actions (including issued patents and applications for patentoppositions, interferences, cancellations, or other proceedings) owned or licensed orders are pending or, to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)Knowledge of Parent, and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts have been threatened (including settlement agreementscease and desist letters or requests for a license) with respect to in the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company last year against Parent or its Subsidiaries with regard to any Intellectual Property; (C) the operation of Parent and its Subsidiaries’ businesses as currently conducted does not Infringe the Intellectual Property of any other person and, to the knowledge Knowledge of Parent, no person is Infringing Parent’s or any of its Subsidiaries’ Intellectual Property; (D) other than for items allowed to lapse or expire in the Company ordinary course, all material registrations and applications for Intellectual Property owned by Parent or any of its Subsidiaries, none of the counterparties to any such contractare subsisting and unexpired, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has have not been abandoned or canceled, or adjudged invalid or unenforceable or and to the Knowledge of Parent, are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three valid and enforceable; (3E) calendar months from the date of this Agreement. The conduct of the business of the Company Parent and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the take commercially reasonable actions to protect their Intellectual Property Rights of others(including trade secrets and confidential information), and have required all persons who create, invent or contribute to material proprietary Intellectual Property to assign in the past six (6) years, no claim, action writing all of their rights therein to Parent or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company ; and (F) Parent and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company take commercially reasonable actions to maintain and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecyintegrity, confidentiality security and value operation of their software, networks, databases, systems and websites (and all of its Intellectual Property Rightsinformation transmitted thereby or stored therein), as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that there have been involved in the development no violations or outages of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationssame.

Intellectual Property. The Company and its Subsidiaries exclusively (a) (i) No claim has been asserted or, to the knowledge of the Selling Parties, threatened against the Selling Parties that the conduct of the Business as currently conducted infringes upon the Intellectual Property rights of any third party; (ii) the Selling Parties own (the Owned Intellectual Property free and clear of all liensEncumbrances, encumbrances and defectsother than Permitted Encumbrances; (iii) or possess a valid license or other lawful the Selling Parties have the right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) assign their rights with respect to the use, ownership or enforcement of Licenses; (iv) the Owned Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its SubsidiariesSelling Parties, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Licenced Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminatedProperty, has not been abandoned or canceledadjudged, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by ornor, to the knowledge of the Company and its SubsidiariesSelling Parties, being threatened againstasserted to be, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability invalid or registrability of any Intellectual Property Rights. To unenforceable in whole or in part; (v) to the knowledge of the Company and its SubsidiariesSelling Parties, no third party is infringing, misappropriating loss or otherwise conflicting with its expiration of any Transferred Intellectual Property Rights. None is threatened, pending or reasonably foreseeable, except for patents expiring at the end of their statutory terms (and not as a result of any act or omission by the Selling Parties, including a failure by the Selling Parties to pay any required maintenance fees); (vi) to the knowledge of the Company or its Subsidiaries are aware Selling Parties, the conduct of the Business as currently conducted does not infringe upon the Intellectual Property rights of any facts or circumstances which might give rise third party; (vii) to the knowledge of the Selling Parties, no Person is engaging in any activity that infringes upon the Transferred Intellectual Property; (viii) the Transferred Intellectual Property contains all of the Intellectual Property materially necessary to conduct the Business as presently conducted; (ix) the Selling Parties have neither licensed any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each Owned Intellectual Property nor sublicensed any of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Licensed Intellectual Property Rightsto any third parties; (x) to the knowledge of the Selling Parties, as applicable, and, Parent has not failed to its knowledge, no unauthorized disclosure assert any breach of any information comprising any Intellectual Property Rights has occurred. All present representation and former employees, consultants and independent contractors of each warranty set forth in Section 4.15 of the Company Unit Purchase Agreement that it has the legal right to assert; and its Subsidiaries that have been involved in (xi) to the development of any Intellectual Property Rights used in the business knowledge of the Company Selling Parties, the representations and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement warranties provided by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved applicable licensor with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed respect to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means licensee are true and correct in all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsmaterial respects.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, except as set forth on Schedule 3.1(j), no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There Except as set forth on Schedule 3.1(j), there is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “"Intellectual Property Rights” " means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizations.

Intellectual Property. The Company Each Borrower and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) Guarantor owns or possess a valid license licenses or other lawful otherwise has the right to use all Intellectual Property Rights necessary, used or held necessary for use to conduct the operation of its business as presently conducted (collectively, “IP Rights”). On the Closing Date, no Borrower or Guarantor owns any Intellectual Property registered, or subject to pending applications, in the United States Patent and Trademark Office or any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, other than those described in Schedule 8.11(a) hereto and, as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)Closing Date, and each item of such Intellectual Property Rights is valid and enforceable. Each of the has not granted any licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of any Intellectual Property Rights to which any of the Company and its Subsidiaries that is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, material to the knowledge conduct of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default Borrower’s or breach thereunder or thereof. Except Guarantor’s business other than as set forth in Schedule 3.1(p)(iii), none 8.11(b) hereto. Each Borrower and Guarantor is the sole and exclusive owner of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company entire and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all unencumbered right, title title, and interest in and to all Intellectual Property Rights created by such Person used in the course operation of hisits business, her or, in the case of licenses and options granted to such Borrower or its employment Guarantor with respect to Intellectual Property owned by other Persons, each Borrower or Guarantor, as the case may be, has a valid and enforceable license, option or other engagement right, as the case may be, to use such Intellectual Property; and except as could not reasonably be expected to have a Material Adverse Effect, the Intellectual Property owned by each Borrower or Guarantor is valid, subsisting, unexpired (except as the Company result of the expiration of patents and copyrights at the end of their statutory term), and enforceable and has not been abandoned or any of its Subsidiariesadjudged invalid or unenforceable, in whole or part. Except as set forth on described in Schedule 3.1(p)(iv)8.11(c) hereto, to each Borrowers’ and Guarantor’s knowledge, no United States federal event has occurred which could reasonably be expected to result in after notice or state agency passage of time or both, the revocation, suspension or termination of Intellectual Property rights included in the Collateral, the revocation, suspension or termination of which could reasonably be expected to have a Material Adverse Effect. To the best of each Loan Party’s knowledge, except as could not reasonably be expected to have a Material Adverse Effect, no IP Rights, advertising, product, process, method, substance, part or other material used by any Loan Party or any other government Subsidiary in the operation of their respective businesses as currently conducted infringes upon any rights held by any Person. No written claim or governmental agencylitigation regarding any of the IP Rights, universityis pending or, research institute to the knowledge of any Loan Party, threatened against any Loan Party or Subsidiary. Schedule 8.11(d) hereto sets forth all of the agreements or other similar organization arrangements of Borrowers and Guarantors pursuant to which Borrower has sponsored a license, option, or other right to use any research by the Company trademarks, logos, designs or other intellectual property that is material to such Borrower’s or Guarantor’s business and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to another Person as in effect on the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all date hereof (i) trademarks, trade names, service marks, service names, domain names, and other designation of origincollectively, together with all goodwill associated therewithsuch agreements or other arrangements as may be entered into by any Borrower or Guarantor after the Closing Date, collectively, the “License Agreements” and individually, a “License Agreement”). No material trademark, service xxxx, copyright or other Intellectual Property at any time used by a Borrower which is owned by another Person, or owned by any Borrower or Guarantor subject to any security interest, lien, collateral assignment, pledge or other encumbrance in favor of any Person other than Agent, is affixed to any Eligible Inventory, except (x) as set forth in any Promotional Agreement, (iiy) original works to the extent permitted under the terms of authorship and copyrightsthe License Agreements listed on Schedule 8.11(e) hereto or (z) to the extent the sale of Inventory to which such Intellectual Property is affixed is permitted to be sold by any Borrower or Guarantor under applicable law (including the United States Copyright Act of 1976). As of the date hereof, (iii) patents and patent applicationsno Borrower or Guarantor licenses any Intellectual Property, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights except pursuant to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsthe Promotional Agreements.

Intellectual Property. The Company Analysts Disclosure Schedule contains a complete and its Subsidiaries exclusively own (free and clear correct list of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued material patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)trademarks, and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary trademark rights, including all (i) trademarks, trade names, service marks, service names, domain namesxxxx rights and copyrights and other proprietary intellectual property rights, and all applications for any of the foregoing owned by Analysts and its Subsidiaries as of the date of this Agreement. With such exceptions as, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on Analysts, to the knowledge of Analysts, Analysts or one of its Subsidiaries is the sole owner of or has the right to use and sell (with respect to Intellectually Property that is owned entirely by Analysts) without the payment of any fee or royalty to any other designation person (other than pursuant to Analysts Material Contracts or other agreements the non-disclosure of originwhich therein does not constitute a misrepresentation under Section 4.01(j)) all Intellectual Property necessary to carry on their respective businesses as currently conducted. As of the date of this Agreement, together with all goodwill associated therewithneither Analysts nor any of its Subsidiaries has received any written notice that any material Intellectual Property owned by or exclusively licensed to Analysts and/or its Subsidiaries has been declared unenforceable or otherwise invalid by any court or governmental agency. As of the date of this Agreement, there is, to the knowledge of Analysts, no existing infringement, misappropriation or other violation by others of any Intellectual Property owned by or licensed to Analysts and/or its Subsidiaries. From January 1, 2002 to the date of this Agreement, neither Analysts nor any of its Subsidiaries has received any written notice including but not limited to oppositions alleging that the operation of the business of Analysts or any of its Subsidiaries or the use of the Intellectual Property either infringes, misappropriates or otherwise violates in any material respect the Intellectual Property rights of others. Neither Analysts nor any of its Subsidiaries is a party to any settlements, covenants not to xxx, consents, decrees, stipulations, judgments, or orders resulting from suits, actions or similar legal proceedings that (i) restrict the rights of Analysts or any of its Subsidiaries to use any Intellectual Property material to the business of Analysts or any of its Subsidiaries as currently conducted, (ii) original works restrict in any material respect the conduct of authorship and copyrightsbusiness of Analysts or any of its Subsidiaries as currently conducted in order to accommodate any third party’s Intellectual Property rights, or (iii) patents permit third parties to use any material Intellectual Property owned by or exclusively licensed to Analysts or any of its Subsidiaries. The execution, delivery and patent applicationsperformance of this Agreement by Analysts and the consummation by Analysts of the transactions contemplated hereby will not (A) constitute a breach by Analysts or its Subsidiaries of any instrument or agreement governing any Analysts Intellectual Property rights, together with all divisionals(B) pursuant to the terms of any license or agreement relating to any Analysts Intellectual Property, continuationscause the modification of any terms of any such license or agreement, continuations-in-part, reissues and reexaminations (C) cause the forfeiture or termination of any Analysts Intellectual Property rights under the terms thereof, including all (D) give rise to a right of forfeiture or termination of any Analysts Intellectual Property rights under the terms thereof, or (E) impair the right of Analysts, its Subsidiaries, the Surviving Corporation or Horizons to file applications make, have made, offer for patentsale, (iv) trade secretsuse sell, know-how and other confidential informationexport or license any Analysts Intellectual Property rights or portion thereof pursuant to the terms thereof, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsexcept in the case for those matters that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Analysts.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) or possess a valid license or other lawful otherwise have the right to use all Intellectual Property Rights necessary(i) United States and foreign patents, used or held for use to conduct its business as presently conducted patent applications and as presently proposed to be conducted. Each of statutory invention registrations, including reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof; (ii) copyrightable works, the registrations or applications for registration of Intellectual Property Rights copyrights therein and thereto (including issued patents copyrights in software and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(idatabases), and each item all applications therefor, and all renewals, extensions, restorations and reversions thereof; (iii) know-how, trade secrets, inventions, discoveries and other unpatented or unpatentable proprietary or confidential information, including systems, methods or procedures (collectively, “Trade Secrets”); and (iv) trademarks, service marks, trade names, trade dress, logos, corporate names, domain names and symbols, slogans and other indicia of such Intellectual Property Rights is valid and enforceable. Each source or origin, including the goodwill of the licenses business symbolized thereby or associated therewith (in-bound collectively, “Proprietary Rights”) used in or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to necessary for the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate as now conducted or otherwise violate or conflict with the Intellectual Property Rights of others, and as would reasonably be expected to be conducted in the past six (6) years, no claim, action or proceeding (including future consistent with general banking business in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authorityUnited States. Section 3.02(y) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company Disclosure Schedule sets forth a true and complete list of all registered and applied-for Proprietary Rights that are owned or purported to be owned by the Company or any of its Subsidiaries as of the date hereof (together with all other Proprietary Rights owned by or purported to be owned by the Company or any of its Subsidiaries, being threatened against, the “Company and its Subsidiaries regarding Intellectual Property Proprietary Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights”). To the knowledge One of the Company or one of its Subsidiaries exclusively owns each of the Company Proprietary Rights, free and clear of all Encumbrances. The Company Proprietary Rights are valid, subsisting and enforceable. Neither the Company nor any of its Subsidiaries, no third party Subsidiaries is infringing, misappropriating or otherwise conflicting with violating the rights of any Person in any Proprietary Rights, nor has the Company or any of its Intellectual Property Rights. None Subsidiaries since December 31, 2005 infringed, misappropriated or otherwise violated the rights of any Person in any Proprietary Rights other than in a de minimis respect and, to the Knowledge of the Company, no Person is infringing, misappropriating or violating, nor has any Person infringed, misappropriated or violated since December 31, 2005 any of the Company Proprietary Rights. Except as Previously Disclosed, since December 31, 2005, no charges, claims, proceedings or litigation have been asserted or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries are aware contesting the ownership, enforceability, or validity of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations Company Proprietary Rights or other conflicts, challenging or claims, actions or proceedings. Each questioning the right of the Company and its Subsidiaries has taken reasonable measures to protect use the secrecy, confidentiality and value Proprietary Rights of all of its Intellectual Property Rights, as applicableany Person, and, to its knowledgethe Knowledge of the Company, no unauthorized disclosure valid basis exists for the assertion of any information comprising any Intellectual Property Rights has occurredsuch charge, claim, proceeding or litigation. All present licenses and former employeesother Contracts to which the Company or any of its Subsidiaries is a party relating to Proprietary Rights are in full force and effect and constitute valid, consultants binding and independent contractors of each enforceable obligations of the Company or such Subsidiary, subject to the Bankruptcy and Equity Exception, as the case may be, and there have not been and there currently are not any defaults (or any event which, with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries that have been involved in the development of under any Intellectual Property license or other Contract affecting Proprietary Rights used in or necessary for the conduct of the business of the Company or any of its Subsidiaries as now conducted or as would reasonably be expected to be conducted in the future consistent with general banking business in the United States. The validity, continuation and effectiveness of all licenses and other Contracts relating to the Proprietary Rights used in or necessary for the conduct of the business of the Company and its Subsidiaries as now conducted or as would reasonably be expected to be conducted in the future consistent with general banking business in the United States, the current terms thereof, and the rights of the Company or any of its Subsidiaries in and to the Company Proprietary Rights will not be adversely affected by the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree taken commercially reasonable measures to protect the trade secretsProprietary Rights used in their businesses, know-how including the confidentiality and other confidential information value of all Trade Secrets that are owned, used or held by the Company and its Subsidiaries, as applicableincluding by maintaining policies that require employees, licensees, consultants or other third parties with access to such Trade Secrets to keep such Trade Secrets confidential (“Confidentiality Policies”). To the Knowledge of the Company, such Confidentiality Policies have not been violated by any employees, licensees, consultants or other third parties who have been granted access to such Trade Secrets. The computers, computer software, firmware, middleware, servers, workstations, routers, hubs, switches, network equipment, data communication lines and all other computerized or information technology equipment (Bcollectively, the “IT Assets”) assign to one of the Company or and its Subsidiaries, Subsidiaries operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research required by the Company and its Subsidiaries in connection with their business, and have not materially malfunctioned or been involved with or otherwise sponsored any development failed within the past three (3) years. To the Knowledge of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed the Company, since December 31, 2008, no Person has gained unauthorized access to the IT Assets. The Company and its Subsidiaries have implemented and have verifiable functionality of reasonable identity management, backup, archive, security and disaster recovery technology and processes consistent with industry practices. The Company and its Subsidiaries have taken commercially reasonable measures, directly or its Subsidiaries. For purposes indirectly, to ensure the confidentiality, privacy and security of this Agreementconfidential employee, “Intellectual Property Rights” means all intellectual property customer financial and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain namesother information, and other designation of origin, together are compliant with all goodwill associated therewith, (ii) original works of authorship applicable Law with respect to data protection and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsprivacy.

Intellectual Property. The Company Executive acknowledges and its Subsidiaries exclusively own agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (free and clear of all liens“Intellectual Property”), encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessarywill be deemed “works made for hire”, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each such term is defined under the copyright laws of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed United States, on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any behalf of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid the Executive acknowledges and enforceable, and none of agrees that the Company or its Subsidiaries and, will be deemed to be the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none sole owner of the Intellectual Property Rights set forth (Property, and all underlying rights therein, in all media now known or required hereinafter devised, throughout the universe and in perpetuity without any further obligations to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this AgreementExecutive. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with If the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark OfficeProperty, or any corresponding non-U.S. authorityportion thereof, or before any other governmental authority) has been is deemed not to be “works made or brought alleging for hire”, the foregoing. There is no claimExecutive hereby irrevocably conveys, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, transfers and assigns to the knowledge Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Intellectual Property, including, without limitation, all of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) and patent rights underlying the Intellectual Property, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to all make modifications, adaptations and revisions to the Intellectual Property, to exploit and allow others to exploit the Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications xxx at law or in equity for patentany infringement, (iv) trade secretsor other unauthorized use or conduct in derogation of the Intellectual Property, knowknown or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-how called “moral rights” with respect to the Intellectual Property. The Executive hereby waives any and all currently existing and future monetary rights in and to the Intellectual Property and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsservice provider to the Company.

Intellectual Property. The Company Each of Borrower and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) owns or possess a valid license or other lawful right is validly licensed to use all Intellectual Property Rights necessarythat is necessary for the present conduct of its business, used or held for use to conduct its business as presently conducted free and as presently proposed to be conducted. Each clear of the registrations or applications for registration of Intellectual Property Rights Liens (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(iother than Permitted Liens), and each item without conflict with the rights of any other Person unless the failure to own or benefit from such Intellectual Property Rights is valid and enforceablelicense could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of To the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the best knowledge of the Company Borrower and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except except as set forth on Schedule 3.1(p)(iv4.13(c), neither Borrower nor any of its Subsidiaries is infringing, misappropriating, diluting, or otherwise violating the Intellectual Property rights of any other Person unless such infringement, misappropriation, dilution or violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no pending or, to the best knowledge of Borrower and its Subsidiaries, threatened claim or litigation against Borrower or any of its Subsidiaries alleging any such infringement, misappropriation, dilution or other violation, except as set forth on Schedule 4.13(c). To the best knowledge of Borrower and its Subsidiaries, except as set forth on Schedule 4.13(c), during the past two (2) years (or earlier if presently not resolved), no United States federal or state agency or any other government or governmental agencyPerson has infringed, universitymisappropriated, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with diluted or otherwise sponsored any development of violated any Intellectual Property Rights owned Assets unless such infringement, misappropriation, dilution or purported violation could not, individually or in the aggregate, reasonably be expected to be owned by or exclusively licensed have a Material Adverse Effect. Each of Borrower and each of its Subsidiaries has taken and are taking commercially reasonable steps, consistent with industry standards, to maintain and protect all Intellectual Property Assets that are material to the Company or conduct of its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsbusiness.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defectsa) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each As of the registrations or Effective Date, Schedule 4 lists all Patents and pending Patent applications, registered Trademarks and pending Trademark applications, registered Copyrights and pending Copyright applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)material unregistered Trademarks, and in each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the usecase, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiariessuch Grantor. For purposes of this Agreement, “All Intellectual Property Rights” means owned or purported to be owned by such Grantor is valid, subsisting and enforceable. Such Grantor exclusively owns (free and clear of any Liens, except for Permitted Liens) or has a valid right to use all intellectual property and proprietary rightsmaterial Intellectual Property used in the conduct of such Grantor’s business or operations. To the knowledge of each Grantor, including all neither the conduct of such Grantor’s business or operations nor any Intellectual Property owned or purported to be owned by such Grantor infringes, misappropriates, dilutes or otherwise violates the Intellectual Property of any other Person. There are no outstanding holdings, decisions, consents, settlements, decrees, orders, injunctions, rulings or judgments that would (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewithmaterially limit, (ii) original works of authorship and copyrights, cancel or (iii) patents and patent applicationsquestion the validity or enforceability of any Intellectual Property included in the Collateral or such Grantor’s rights therein or use thereof. No action or proceeding is pending or, together with all divisionalsto such Grantor’s knowledge, continuations, continuations-in-part, reissues and reexaminations thereof, including all threatened (i) challenging the use by such Grantor of any Intellectual Property or seeking to limit or cancel or question the validity or enforceability of any Intellectual Property included in the Collateral or such Grantor’s ownership interest or rights to file applications for patenttherein, (ivii) which, if adversely determined, could have a Material Adverse Effect on the value of any Intellectual Property included in the Collateral or (iii) alleging that any Intellectual Property included in the Collateral, or such Grantor’s conduct of its business or operations, infringes, misappropriates, dilutes or otherwise violates the Intellectual Property of any Person. To the knowledge of such Grantor, no Person is infringing, misappropriating, diluting or otherwise violating any Intellectual Property included in the Collateral. Such Grantor has taken commercially reasonable measures to maintain the confidentiality and value of all trade secretssecrets used or held for use in the conduct of the business or operations of such Grantor. Such Grantor, know-how and and, to the knowledge of such Grantor, each other confidential informationparty thereto, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsis not in breach or default of any material License included in the Collateral.

Intellectual Property. The Company Each of the Borrower and its Subsidiaries exclusively own (free and clear of all liensowns, encumbrances and defects) or possess a valid license or other lawful right is licensed to use use, all Intellectual Property Rights necessary, used or held (as hereafter defined) necessary for use to the conduct of its business as presently conducted and as presently proposed to be currently conducted. Each No claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property, nor does the registrations Borrower or applications for registration any of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item know of such Intellectual Property Rights is any valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to basis for any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreementclaim. The conduct of the business of the Company Borrower and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with infringe the Intellectual Property Rights rights of othersany Person. All issued patents, patent applications, and in the past six (6) yearsregistrations or applications for registration of trademarks, no claim, action or proceeding (including in the U.S. Patent copyrights and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights domain names owned or purported to be owned by the Borrower and its Subsidiaries (collectively, “Registered IP”) are subsisting in good standing, in full force and effect, valid and enforceable. The Registered IP is owned of record in the name of the Borrower or exclusively licensed Subsidiary, as applicable, is not subject to any Lien other than a Permitted Lien, and all fee payments, declarations, affidavits and other submissions required to maintain or renew any Registered IP have been timely made unless the failure to do so could reasonably be expected to have a Material Adverse Effect. There are no claims or proceedings pending, including before the United States Patent & Trademark Office or any comparable foreign Governmental Authority, challenging the scope, validity or enforceability of the Borrower’s or a Subsidiary’s ownership of any Registered IP, and to the Company knowledge of Borrower, there is no basis for any such claim or its Subsidiariesproceeding. For purposes of As used in this Agreement, “Intellectual Property RightsProperty” means all intellectual property rights arising anywhere in the world in connection with: (a) works of authorship, copyrights and proprietary rightscopyrightable works, including all any such rights arising in computer software (i) trademarks, trade names, service marks, service names, domain nameswhether in source or object code format), and other designation any registrations, applications for registration, extensions or renewals of origin, together with all goodwill associated therewith, the foregoing; (ii) original works of authorship and copyrights, (iiib) patents and patent applications, together with all divisionalsincluding any provisional applications, divisions, continuations, continuations-in-continuations in part, reissues reissuances, reexaminations, patents of improvement, industrial design registrations, design patents, and reexaminations thereofany extensions to any of the foregoing; (c) trademarks, service marks, logos, slogans, tag lines, designs, trade dress, trade styles or other source indicators, including all rights to file any registrations or applications for patent, registration of any of the foregoing and any renewals thereof and all business goodwill appurtenant thereto; (ivd) trade secrets, know-how inventions (whether or not patentable or reduced to practice) and other confidential or proprietary information, including materials, techniques, processes, methods, models, algorithms, computer software and database rights; (ve) software, including data, databases and documentation therefor, domain name registrations; and (vif) inventions, licenses, approvals and governmental authorizationsrights of publicity or personality.

Intellectual Property. The Company Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Atlantic Capital: (a)(i) to the knowledge of Atlantic Capital, Atlantic Capital and each of its Subsidiaries exclusively own owns, or is licensed to use (in each case, free and clear of any material Liens), all liensIntellectual Property necessary for the conduct of its business as currently conducted, encumbrances and defects(ii) to the knowledge of Atlantic Capital, neither Atlantic Capital nor any of its Subsidiaries have, within the past two (2) years, infringed, misappropriated or possess a valid otherwise violated any other person’s rights in Intellectual Property, or violated or breached any applicable license pursuant to which Atlantic Capital or other lawful any Atlantic Capital Subsidiary acquired the right to use all any Intellectual Property, and (iii) no person has asserted in writing to Atlantic Capital or any of its Subsidiaries within the past two (2) years that Atlantic Capital or any of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property Rights necessaryrights of any person; (b) to the knowledge of Atlantic Capital, used no person is challenging, infringing on or held for use otherwise violating, any right of Atlantic Capital or any of its Subsidiaries with respect to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of any Intellectual Property Rights owned by Atlantic Capital or its Subsidiaries; (c) neither Atlantic Capital nor any Atlantic Capital Subsidiary has received any written notice of any pending claim challenging any Intellectual Property owned by Atlantic Capital or any Atlantic Capital Subsidiary (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcementabandonment, patentability cancellation or registrability of any Intellectual Property Rights. To the knowledge of the Company enforceability thereof); and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company (d) Atlantic Capital and its Subsidiaries have entered into written agreements under which such Persons (A) agree taken commercially reasonable actions to protect the safeguard its and their material trade secrets, know-how secrets and other confidential information of the Company and its Subsidiaries, as applicableinformation, and (B) assign to one avoid the abandonment, cancellation or unenforceability of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or Atlantic Capital and its Subsidiaries. For purposes of this Agreement, “Intellectual Property RightsProperty” means all any intellectual property and or proprietary rightsrights of any kind arising in any jurisdiction, including all (i) in or with respect to any: trademarks, trade names, service marks, service brand names, internet domain names, logos, symbols, certification marks, trade dress and other designation indications of origin, together with all the goodwill associated therewithwith 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 such registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionalsincluding divisions, continuations, continuations-in-partcontinuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues and reexaminations thereof, including all rights to file applications for patentin any jurisdiction; nonpublic information, (iv) trade secrets, secrets and know-how how, including processes, technologies, protocols, formulae, prototypes and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person; data and database rights; writings and other confidential informationworks, (v) softwarewhether copyrightable or not and whether in published or unpublished works, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsin any jurisdiction.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defectsa) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to would not reasonably be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceledhave a Company Material Adverse Effect, or adjudged invalid or unenforceable, within three (3i) calendar months from the date of this Agreement. The conduct of the business of the Company and its the Subsidiaries as currently conducted does not infringe, infringe upon or misappropriate or otherwise violate or conflict with the Intellectual Property Rights rights of othersany third party, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) claim has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, asserted to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware any Subsidiary that the conduct of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its the Subsidiaries have entered into written agreements under which such Persons as currently conducted infringes upon or may infringe upon or misappropriates the Intellectual Property rights of any third party; (Aii) agree with respect to protect the trade secrets, know-how and other confidential information each item of the Company and its Subsidiaries, as applicable, and (B) assign to one of Intellectual Property that is owned by the Company or its Subsidiariesa Subsidiary ("OWNED INTELLECTUAL PROPERTY"), as applicable, all the Company or a Subsidiary is the owner of the entire right, title and interest in and to all such Owned Intellectual Property Rights created by and is entitled to use such Person Owned Intellectual Property in the course continued operation of his, her its respective business; (iii) with respect to each item of Intellectual Property that is licensed to or its employment otherwise held or other engagement used by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iva Subsidiary ("LICENSED INTELLECTUAL PROPERTY"), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “a Subsidiary has the right to use such Licensed Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation in the continued operation of origin, together its respective business in accordance with all goodwill associated therewith, (ii) original works the terms of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, the license agreement governing such Licensed Intellectual Property; (iv) trade secretsnone of the Owned Intellectual Property has been adjudged invalid or unenforceable in whole or in part and, know-how to the knowledge of the Company, the Owned Intellectual Property is valid and other confidential information, enforceable; (v) softwareto the knowledge of the Company, including data, databases and documentation therefor, and no person is engaging in any activity that infringes upon the Owned Intellectual Property; (vi) inventionsto the knowledge of the Company, licenseseach license of the Licensed Intellectual Property is valid and enforceable, approvals is binding on all parties to such license, and governmental authorizationsis in full force and effect; (vii) to the knowledge of the Company, no party to any license of the Licensed Intellectual Property is in breach thereof or default thereunder; (viii) the Company has taken all reasonable actions (including executing non-disclosure and intellectual property assignment agreements) to protect, preserve and maintain the Owned Intellectual Property; and (ix) neither the execution of this Agreement nor the consummation of any Transaction shall adversely affect any of the Company's rights with respect to the Owned Intellectual Property or the Licensed Intellectual Property.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear Section 3B(t) of the Disclosure Schedule hereto sets forth a list of all lienspatents, encumbrances pending patent applications, trademarks, service marks, pending trademark or service mark xxxlications and defects) trade names licensed to, applied for or possess a valid license registered in the name of, the Company, or other lawful right in which the Company has or purports to use have any rights, and all Intellectual Property Rights necessary, used material copyright registrations or held pending applications for use to conduct its business as presently conducted and as presently proposed to be conducted. Each registrations of the registrations Company, or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to in which the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)has or purports to have any rights, and each item of such Intellectual Property Rights is valid and enforceable. Each including the nature (E.G., patent, trademark, etc.) of the licenses intellectual property, the application or registration number, the jurisdiction and the record owner (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii"LISTED INTELLECTUAL PROPERTY"), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none section 3B(t) of the Disclosure Schedule, with respect to the ListeD Intellectual Property Rights set forth Property, no registration relating thereto (or required to be set forth) on Schedule 3.1(p)(iif any) has lapsed, expired or terminated, has been abandoned or canceled, canceled or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from is the date subject of this Agreementcancellation proceedings. The conduct Company owns or possesses adequate and enforceable licenses (free of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Liens other than Permitted Liens) to use all Listed Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claimmaterial intellectual property rights (including, action or proceeding that has been made or brought in the past six (6) years by or againstwithout limitation, being threatened by ordrawings, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and confidential information) currently used by the Company, or necessary to permit the Company to conduct its business as now conducted (the Listed Intellectual Property and the other confidential information intellectual property rights are collectively called the "INTELLECTUAL PROPERTY"). Section 3B(t) of the Company and its Subsidiaries, as applicable, and (B) assign Disclosure Schedule sets forth all licenses to one of which the Company or its Subsidiaries, as applicable, all right, title and interest in and is a party relating to all the Intellectual Property Rights created by such Person in (the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries"INTELLECTUAL PROPERTY LICENSES"). Except as set forth in section 3B(t) of the Disclosure Schedule, to the Knowledge of the Seller the Company has not infringed on Schedule 3.1(p)(iv)or misappropriated and is not now infringing on or misappropriating any Intellectual Property right belonging to any Person, and no claim is pending or, to the Knowledge of the Seller, threatened to the effect that any Intellectual Property is invalid or unenforceable. To the Knowledge of the Seller, except as set forth section 3B(t) of the Disclosure Schedule, no United States federal Person is infringing upon or state agency violating any of the Listed Intellectual Property. Each item of Intellectual Property owned or any other government or governmental agency, university, research institute or other similar organization has sponsored any research used by the Company prior to the Closing hereunder (other than any intellectual property rights owned by the Seller or any Subsidiary of the Seller other than the Company and its Subsidiaries not necessary or been involved with or otherwise sponsored any development useful to the conduct of any Intellectual Property Rights the Company's business as now conducted) will be owned or purported to be owned available for use by or exclusively licensed the Company on identical terms and conditions immediately subsequent to the Closing hereunder. Except as set forth section 3B(t) of the Disclosure Schedule, to the Knowledge of the Seller, since 1991 the Company has never received any charge, complaint, claim, demand or its Subsidiaries. For purposes of this Agreementnotice alleging any such interference, “Intellectual Property Rights” means all infringement, misappropriation or violation with any intellectual property and proprietary rights, including all (irights of third parties except as disclosed in section 3B(n) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works the Disclosure Schedule. The loss of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsthe Microcentre name will not cause a breach or default by the Company under any Material Contract.

Intellectual Property. (i) The Company owns or possesses sufficient rights to use all (A) material patents (and any renewals and extensions thereof), patent rights (and any applications therefor), rights of priority and other rights in inventions; (B) trademarks, service marks, trade names and trade dress, and all registrations and applications therefor and all legal or common-law equivalents of any of the foregoing; (C) copyrights and rights in mask works (and any applications or registrations for the foregoing, and all renewals and extensions thereof), common-law copyrights and rights of authorship including all rights to exploit any of the foregoing in any media and by any manner and means now known or hereafter devised; (D) industrial design rights, and all registrations and applications therefor; (E) rights in data, collections of data and databases, and all legal or common-law equivalents thereof; (F) rights in domain names and domain name reservations; (G) rights in trade secrets, proprietary information and know-how (collectively with all licenses and other agreements providing Company with the right to use any item of the type referred to in clauses (A) through (G), "Intellectual Property") that are necessary for the conduct of its Subsidiaries exclusively business as now conducted except where the failure to currently own (free and clear of all liens, encumbrances and defects) or possess would not have a valid Material Adverse Effect; (ii) the Intellectual Property is valid, subsisting, in proper form and enforceable and all renewal fees and other maintenance fees have been paid; (iii) the Company is in material compliance with all contractual obligations relating to the use and protection of such of the Intellectual Property as is used pursuant to license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights agreement; (including issued patents and applications for patentiv) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiariesthere is no present or former employee, none officer or director of the counterparties Company or agent or outside contractor that holds or claims any material right, title or interest, directly or indirectly, in or to any such contractIntellectual Property; and (v) to the Company's knowledge, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the present business activities and products of the Company have not and its Subsidiaries does do not infringe, misappropriate infringe any known intellectual property or otherwise violate or conflict with the Intellectual Property Rights other proprietary rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened againstthird party, the Company and its Subsidiaries regarding Intellectual Property Rightsis not making unauthorized use of any confidential information or trade secrets of any third party, including the Company has not received any challenging notice of any asserted infringement (nor is the validityCompany aware of any reasonable basis for any third party asserting an infringement) by the Company of, enforceability, ownership, enforcement, patentability or registrability any rights of a third party with respect to any Intellectual Property Rights. To the knowledge of the Company and its Subsidiariesthat, no third party is infringing, misappropriating individually or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries aggregate, would have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsa Material Adverse Effect.

Intellectual Property. The Company (i) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect: (A) Parent and its Subsidiaries exclusively own (free and clear of all liensown, encumbrances and defects) or possess a valid license or other lawful have the right to use all Intellectual Property Rights necessaryused in the operation of their businesses as currently conducted, used free and clear of all Liens; (B) no Actions or held for use orders are pending or, to conduct its business as presently conducted and as presently proposed to be conducted. Each the Knowledge of the registrations or applications for registration of Intellectual Property Rights Parent, have been threatened (including issued patents cease and applications desist letters or requests for patenta license) owned or licensed to in the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company last year against Parent or its Subsidiaries with regard to any Intellectual Property; (C) the operation of Parent and its Subsidiaries’ businesses as currently conducted does not Infringe the Intellectual Property of any other person and, to the knowledge Knowledge of the Company Parent, no person is Infringing Parent’s or any of its Subsidiaries’ Intellectual Property; (D) all registrations and applications for registered Intellectual Property owned or controlled by Parent or any of its Subsidiaries that is or are material to Parent and its Subsidiaries, none of the counterparties to any such contracttaken as a whole, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii)are subsisting and unexpired, none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has have not been abandoned or canceled, or adjudged invalid or unenforceable or and to the Knowledge of Parent, are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three valid and enforceable; (3E) calendar months from the date of this Agreement. The conduct of the business of the Company Parent and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the take commercially reasonable actions to protect their Intellectual Property Rights of others(including trade secrets and confidential information), and in the past six (6) yearshave required all persons who were hired by Parent or its Subsidiaries after January 1, no claim, action 2005 and who create or proceeding (including in the U.S. Patent and Trademark Office, contribute to material proprietary Intellectual Property to assign all of their rights therein to Parent or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company ; and (F) Parent and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company take commercially reasonable actions to maintain and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecyintegrity, confidentiality security and value operation of their software, networks, databases, systems and websites (and all of its Intellectual Property Rightsinformation transmitted thereby or stored therein), as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that there have been involved in the development no violations of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secretssame since January 1, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizations2007.

Intellectual Property. The Company All confidential, proprietary and its Subsidiaries exclusively own (free trade secret information and clear of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of hispatents, her or its employment or patent rights, copyright rights, mask work rights, trade secret rights, and other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rightsrights anywhere in the world (collectively “Rights”) in connection therewith shall be the sole property of the Company. To the maximum extent permitted by law, including Employee hereby assigns to the Company any Rights Employee may have or acquire in such confidential, proprietary and or trade secret information. At all times, both during Employee’s employment with the Company and after its termination, Employee will keep in confidence and trust and will not use or disclose any Crunch Care confidential, proprietary or trade secret information or anything relating to it without the prior written consent of an officer of the Company except as may be necessary and appropriate in the ordinary course of performing Employee’s duties to the Company. Employee agrees to promptly disclose in writing to his or her immediate supervisor or to any persons designated by the Company, all “Inventions,” (i) trademarkswhich term includes improvements, inventions (whether or not patentable), works of authorship, trade namessecrets, service markstechnology, service namesalgorithms, domain namescomputer software, and other designation of originprotocols, together with all goodwill associated therewithformulas, (ii) original works of authorship and copyrightscompositions, (iii) patents and patent applicationsideas, together with all divisionalsdesigns, continuationsprocesses, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secretstechniques, know-how and other confidential informationdata) made or conceived or reduced to practice or developed by Employee (in whole or in part, (veither alone or jointly with others) softwareduring the term of Employee’s employment with Crunch Care. Employee also agrees to disclose to the Company Inventions conceived, including datareduced to practice, databases and documentation thereforor developed by Employee within six months of the termination of Employee’s employment with the Company; such disclosures shall be received by the Company in confidence, to the extent they are not assigned pursuant to this Agreement, and do not extend such assignment. Employee agrees not to disclose Inventions covered by this Agreement to any person outside the Company unless requested to do so by management personnel of the Company. Employee agrees that all Inventions which Employee makes, conceives, reduces to practice or develops (viin whole or in part, either alone or jointly with others) during his or her employment shall be the sole property of the Company to the maximum extent permitted by Section 2870 et seq. of the California Labor Code (a copy of Section 2870 is attached hereto), or any successor statutes thereto, and Employee hereby assigns such Inventions and all Rights therein to the Company. No assignment in this Agreement shall extend to inventions, licensesthe assignment of which is prohibited by Labor Code Section 2870 or any successor statutes thereto, approvals or any other applicable laws or regulations. The Company shall be the sole owner of all Rights in connection with any permissible assignment. Employee agrees to perform, during and governmental authorizationsafter his or her employment, all acts deemed necessary or desirable by the Company to permit and assist it, at the Company’s expense, in evidencing, perfecting, obtaining, maintaining, defending and enforcing Rights and/or Employee’s assignment with respect to such Inventions in any and all countries. Such acts may include, without limitation, execution of documents and assistance or cooperation in legal proceedings. Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, as Employee’s agents and attorneys-in-fact, with full power of substitution, to act for and in Employee’s behalf and instead of Employee, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by Employee. Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, to the maximum extent permitted by law, Employee hereby waives such Moral Rights and consents to any action of the Company that would violate such Moral Rights in the absence of such consent. Employee agrees to confirm any such waivers and consents from time to time as requested by the Company. Employee has attached hereto a complete list of all existing Inventions to which Employee claims ownership as of the date of this Agreement that Employee desires to specifically clarify are not subject to this Agreement, and Employee acknowledges and agrees that such list is complete. If no such list is attached to this Agreement, Employee represents that Employee has no such Inventions at the time of signing this Agreement.

Intellectual Property. The Company (a) Except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or except where the failure to do so is a result of a transaction or transactions permitted by this Agreement, each of the Loan Parties (i) is the sole and its Subsidiaries exclusively own exclusive owner of the entire right, title, and interest in and to all of the 126 Intellectual Property listed on Schedule 4.21 (as such schedule may be amended or supplemented from time to time pursuant to a Counterpart Agreement or pursuant to Section 5.01(k)(ii), 5.14 or otherwise), and possesses all rights to xxx at law or in equity for any infringement, misappropriation or other impairment thereof, including the right to receive all royalties, license fees, proceeds and damages therefrom, free and clear of all liensLiens, encumbrances claims and defectslicenses, except for Permitted Liens and (ii) or possess a owns or, pursuant to written agreement, has the valid license or other lawful right to use and, where such Loan Party does so, sublicense others to use, all other Intellectual Property Rights necessary, used in or held for use necessary to conduct its business as presently conducted and as presently proposed to be conducted(including granting of outbound licenses of such rights). Each of the registrations or applications for registration of All Material Intellectual Property Rights (including issued patents of each Loan Party is subsisting and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has not been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from in whole or in part, nor, in the date case of this Agreement. The conduct Patents, is any of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights the subject of othersa reexamination proceeding, and each Loan Party has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks of such Loan Party constituting Material Intellectual Property in the past six (6) yearsfull force and effect. No holding, no claimdecision, ruling, or judgment has been rendered in any action or proceeding (including in before any court or administrative authority challenging the U.S. Patent and Trademark Officevalidity, enforceability, or scope of, or any corresponding non-U.S. authorityLoan Party’s right to register, own or before use, any other governmental authority) has been made or brought alleging the foregoing. There is Material Intellectual Property of such Loan Party, and no claim, such action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by is pending or, to the knowledge of any Authorized Officer of any Borrower, threatened, nor does any Loan Party know of any valid basis for any such action, except as would not reasonably be expected to have a Material Adverse Effect. Except where the Company failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) all registrations, issuances and its Subsidiariesapplications for Copyrights, being threatened againstPatents and Trademarks of each Loan Party are standing in the name of such Loan Party (or the CKI Trust), the Company and its Subsidiaries regarding (ii) all exclusive Copyright Licenses constituting Material Intellectual Property Rightsin respect of registered Copyrights, including if any, have been properly recorded in the United States Copyright Office or, where appropriate, any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rightsforeign counterpart. To the knowledge of any Authorized Officer of any Borrower, the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its use of Material Intellectual Property Rights. None of by such Loan Party does not infringe or misappropriate the Company or its Subsidiaries are aware rights of any facts or circumstances which might give rise person, except as would not reasonably be expected to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsa Material Adverse Effect.

Intellectual Property. The (i) Set forth on Section 4K of the Company Disclosure Letter is a true and its Subsidiaries exclusively own (free and clear accurate list of all liensmaterial (A) issued patents and patent applications, encumbrances (B) trademark and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted service xxxx registrations and as presently proposed to be conducted. Each of the registrations or applications for registration thereof and material unregistered trademarks, (C) registrations of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company copyrights and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicablemask works, and (BD) assign to one of the Company or its Subsidiariesinternet domain name registrations and applications therefor, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement each case that are owned by the Company or any of its Subsidiaries. Each such item of Company Intellectual Property and each pending patent application has been duly maintained or prosecuted, as applicable, and has not been cancelled, expired or abandoned. Section 4K of the Company Disclosure Letter also sets forth (1) each material license in effect as of the date of this Agreement of Company Intellectual Property to a third party, (2) each material third party license of Intellectual Property Rights to the Company or its Subsidiaries, excluding licenses of commercially available off the shelf software, and (3) any material joint development agreement for next generation fire products (each, a “License Agreement”). Except as set forth on Schedule 3.1(p)(ivSection 4K of the Company Disclosure Letter, (x) each License Agreement is in full force and effect and is valid and legally binding on the Company or a Subsidiary that is a party thereto, (y) neither the Company nor any Subsidiary is in material default or breach of such License Agreement, and no event has occurred that with notice or lapse of time would constitute a material default or breach or permit termination, or any material modification, or acceleration of material rights thereunder; and (z) neither the Company nor any Subsidiary has granted any sublicense with respect to such License Agreement except in the ordinary course of business and as permitted under the applicable License Agreement. Except as set forth on Section 4K of the Company Disclosure Letter, the Company or one of its Subsidiaries owns and possesses good title to all Company Intellectual Property, free of Liens (other than Permitted Encumbrances). The Company and its Subsidiaries own or have a valid right to use all material Intellectual Property Rights used in their businesses as presently conducted. Except as set forth on Section 4K of the Company Disclosure Letter, no United States federal or state agency claims are pending or, to the knowledge of the Company, threatened against the Company or any other government of its Subsidiaries with respect to the ownership, use, enforceability or governmental agencyvalidity of any Company Intellectual Property and neither the Company nor any of its Subsidiaries has brought any claim for infringement or misappropriation of Company Intellectual Property against any third party. Each item of (i) Company Intellectual Property, universityand (ii) Intellectual Property Rights owned by third parties which are the subject of a License Agreement will be owned or available for use by the Company and the Subsidiaries on substantially the same terms and conditions immediately subsequent to the Closing as immediately prior to the Closing, research institute except in the case of Intellectual Property Rights which are the subject of a License Agreement, where the failure to be owned or other similar organization available for use would not result in a Company Material Adverse Effect. Except as set forth on Section 4K of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries have been sued or charged as a defendant in, or to the knowledge of the Company, threatened in writing with any claim, suit, action, or proceeding which involves a claim of infringement, misappropriation or dilution of any Intellectual Property Rights of any third party or conflicting ownership rights of any Company Intellectual Property and which has sponsored any research not been finally terminated prior to the date hereof which if determined adversely to the Company and its Subsidiaries would result in a Company Material Adverse Effect. Except as would not result in a Company Material Adverse Effect, all Company Intellectual Property and Intellectual Property Rights owned by third parties which are the subject of a License Agreement which derive independent economic value, actual or potential, from not being generally known to the public have been maintained by the Company and its Subsidiaries or been involved in confidence in accordance with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to protection procedures that the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications believes are adequate for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsprotection.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liensa) CompCore owns, encumbrances and defects) or possess a valid license is licensed or other lawful right otherwise possesses legally enforceable rights to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii)all patents, each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service copyrights and mask works, and any applications for and registrations of such patents, trademarks, trade names, domain service marks, copyrights and mask works and all processes, formulae, methods, schematics, technology, know-how, computer software programs or applications and tangible or intangible proprietary information or material that are necessary to conduct the business of CompCore as currently conducted, or as currently proposed to be conducted, the absence of which rights would be reasonably likely to have a Material Adverse Effect on CompCore (all of which are hereinafter referred to as the "CompCore Intellectual Property Rights"), free and clear of all liens, claims or encumbrances. The foregoing representation as it relates to Licensed Intellectual Property (as defined below) is limited to CompCore's interest pursuant to licenses from third parties, each of which is in full force and effect, is valid, binding and enforceable and grants CompCore such rights to such intellectual property as are necessary to the business of CompCore as currently conducted or currently proposed to be conducted. (b) The CompCore Disclosure Schedule contains an accurate and complete dscription of (i) all patents and patent applications and all trademarks, trade names, service marks and other designation of originregistered copyrights included in the CompCore Intellectual Property Rights, together with all goodwill associated therewithincluding the jurisdictions in which each such CompCore Intellectual Property Right has been issued or registered or in which any such application for such issuance and registration has been filed, (ii) original works all licenses, sublicenses, distribution agreements and other agreements to which CompCore is a party and pursuant to which any person is authorized to use any CompCore Intellectual Property Rights or has the right to manufacture, reproduce, market or exploit any product of authorship and copyrightsCompCore (a "CompCore Product") or any adaptation, translation or derivative work based on any CompCore Product or any portion thereof, (iii) patents all licenses, sublicenses and patent applicationsother agreements to which CompCore is a party and pursuant to which CompCore is authorized to use any third party technology, together with all divisionalstrade secret, continuationsknow-how, continuations-in-partprocess, reissues and reexaminations thereofpatent, trademark or copyright, including all rights to file applications for patentsoftware ("Licensed Intellectual Property"), which is used in the manufacture of, incorporated in or forms a part of any CompCore Product, (iv) trade secretsall joint development agreements to which CompCore is a party, know-how and other confidential information, (v) softwareall agreements with Governmental Entities or other third parties pursuant to which CompCore has obtained funding for research and development activities. (c) CompCore is not, including datanor will it be as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, databases in breach of any license, sublicense or other agreement relating to the CompCore Intellectual Property Rights or Licensed Intellectual Property, the breach of which would be likely to have a Material Adverse Effect on CompCore. (d) To CompCore's knowledge, all patents and documentation thereforregistered trademarks, service marks and copyrights claimed by or issued to CompCore which relate to any CompCore Product are valid and subsisting. CompCore (i) has not received notice that it has been sued in any suit, action or proceeding which involves a claim of infringement of any patent, trademark, service xxxx, copyright, trade secret or other proprietary right of any third party, (ii) has no knowledge that the manufacturing, marketing, licensing or sale of any CompCore Product infringes any patent, trademark, service xxxx, copyright, trade secret or other proprietary right of any third party, and (viiii) inventionshas no knowledge of any claim challenging or questioning the validity or effectiveness of any license or agreement relating to any CompCore Intellectual Property Rights or Licensed Intellectual Property. (e) All designs, licensesdrawings, approvals specifications, source code, object code, documentation, flow charts and governmental authorizations.diagrams incorporating, embodying or reflecting any CompCore Product at any stage of its development (the "CompCore Components") were written, developed and created solely and exclusively by employees of CompCore without the assistance of any third party or were created by third parties who assigned ownership of their rights with respect thereto to CompCore by means of valid and enforceable agreements, which are listed and described in the CompCore Disclosure Schedule and copies of which have been 10

Intellectual Property. The Company (i) Schedules 14(a) and (b) of the Perfection Certificate set forth a true and complete list of (A) all United States and foreign registrations of and applications for Patents, Trademarks, and Copyrights owned by such Grantor and (B) to the best of each Grantor’s knowledge, all know-how and patent Intellectual Property Licenses currently in effect; (ii) such Grantor is the sole and exclusive record and beneficial owner of the entire right, title, and interest in and to all U.S. Intellectual Property listed on Schedules 14(a) and (b) of the Perfection Certificate, and such Grantor owns or has the valid right to use all other Intellectual Property used in or necessary to conduct its Subsidiaries exclusively own (business, free and clear of all liensLiens, encumbrances claims, encumbrances, and defectslicenses, except for Permitted Liens; (iii) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)14(a) of the Perfection Certificate is subsisting and such Grantor has performed all acts and has paid all renewal, maintenance, and each item of other fees and taxes required to maintain such Intellectual Property Rights is valid in full force and enforceable. Each effect except as may be permitted under Section 4.10(f); (iv) to the best of the licenses (in-bound or out-bound) of such Grantor’s knowledge, all Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each owned by such contract Grantor is valid and enforceable, and none of the Company no holding, decision, or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, judgment has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and rendered in the past six (6) years, no claim, any action or proceeding (including in before any court or administrative authority challenging the U.S. Patent and Trademark Officevalidity of, such Grantor’s right to register, or such Grantor’s rights to own or use, any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is Intellectual Property and no claim, such action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by is pending or, to the knowledge best of such Grantor’s knowledge, threatened; (v) to the Company and its Subsidiaries, being threatened againstbest of such Grantor’s knowledge, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability conduct of such Grantor’s business does not infringe upon or registrability of otherwise violate any Intellectual Property Rights. To right of any third party except as could not reasonably be expected to have a Material Adverse Effect; (vi) to the knowledge best of the Company and its Subsidiarieseach Grantor’s knowledge, no third party is infringing, misappropriating infringing upon or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of violating any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising rights in any Intellectual Property Rights has occurred. All present and former employeesowned or used by such Grantor, consultants and independent contractors or any of each of the Company and its Subsidiaries that respective licensees except as could not reasonably be expected to have a Material Adverse Effect; (vii) no settlement or consents, covenants not to sxx, non-assertion assurances, or releases have been involved in entered into by such Grantor or to which such Grantor is bound adversely affect Grantor’s rights to own or use any Intellectual Property that is material to the development business of such Grantor as currently conducted; and (viii) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale, transfer or agreement of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company that has not been terminated or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsreleased.

Intellectual Property. The Company (a) Except for any Intellectual Property used for Overhead and Shared Services, the Acquired Intellectual Property, includes all Intellectual Property of Seller and its Subsidiaries exclusively own necessary to operate the Business in the manner and to the extent conducted as of the date of the Original Agreement and as of the Closing Date (free subject to (i) Section 6.07 and clear Section 6.08, and (ii) the terms governing any Intellectual Property otherwise licensed from Seller to Purchaser under the Transaction Documents). Other than the Seller Licensed IP, the Intellectual Property listed on Section 1.01(c) of the Seller Disclosure Letter, the Excluded Assets, all Intellectual Property used, held for use or necessary for use in the Business in the manner and to the extent currently conducted is either (i) (A) owned by a Transferred Entity or (B) a Transferred Asset owned by Seller or its Subsidiaries (“Owned Intellectual Property”), or (ii) is used by a Transferred Entity pursuant to a valid written Contract (“Licensed Intellectual Property”). All Intellectual Property licensed to Purchaser or the Transferred Entities pursuant to Section 6.08(a) (together with any other Intellectual Property licensed from Seller to Purchaser under the Transaction Documents, the “Seller Licensed IP”) is either owned by Seller or its Subsidiaries or is used and available for a grant of license or sublicense to another Person by either Seller or its Subsidiaries pursuant to a valid written Contract. Section 4.14(a) of the Seller Disclosure Letter sets forth a correct and complete list of all liensOwned Intellectual Property that is registered, encumbrances and defectsissued or the subject of a pending application (collectively, the “Registered Intellectual Property”) or possess a valid license showing in each case the registered or other lawful owner, filing date, date of issuance, expiration date, jurisdiction and registration or application number, if any. The Registered Intellectual Property is subsisting and enforceable and, to Seller’s Knowledge, (other than patent applications) is valid. The Registered Intellectual Property is currently in compliance with any and all formal legal requirements necessary to maintain the validity and enforceability thereof. Subject to (i) Section 6.07 and Section 6.08, and (ii) the terms governing any Intellectual Property otherwise licensed from Seller to Purchaser under the Transaction Documents, upon the Closing Date, Purchaser, its designated Affiliates and the Transferred Entities (as applicable) will continue to have the right to use all Acquired Intellectual Property Rights necessary, used or held for use to conduct its business on substantially similar terms and conditions as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company Seller and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect enjoyed immediately prior to the use, ownership or enforcement of Intellectual Property Rights to which Closing (except for any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company restriction binding upon Purchaser or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding nonpre-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property RightsClosing Affiliates, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability their granting of any Lien in any Acquired Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(ivProperty), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizations.

Intellectual Property. The Company Each Credit Party shall, and shall cause each of its Subsidiaries exclusively own to, (free a) engage patent counsel and clear devote reasonable resources to file and diligently prosecute patent applications on material inventions and technologies in the U.S. and other jurisdictions in which Borrower generates substantial revenue, (b) notify Agents in writing concurrent with the delivery of all liensthe financial statements referred to in clauses (a), encumbrances (b) and defects(c) of Section 5.1, of filing any applications for, or possess a valid license receiving confirmation of any issuances or other lawful right to use all registrations of, any Intellectual Property Rights necessaryfrom, used the United States Patent and Trademark Office, the United States Copyright Office or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of any other Governmental Authority on any date during the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed immediately preceding month, including, to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)extent applicable, the date of such filing, registration or issuance, the application, registration or issuance number, and each item the title of such Intellectual Property Rights is valid Property, (c) promptly execute such documents as Collateral Agent may reasonably request for Collateral Agent to maintain the priority and enforceable. Each perfection of its First Priority Lien in such Intellectual Property, and, upon the licenses (in-bound request of Collateral Agent, either deliver such documents to Collateral Agent or out-bound) of Intellectual Property Rights file such documents with the United States Patent and Trademark Office, the United States Copyright Office or any other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceableapplicable Governmental Authority, and none (d) provide Collateral Agent with (i) copies of the Company any and all applications, registrations or its Subsidiaries andissuances described in this Section 5.15, to the knowledge including any exhibits thereto, and (ii) evidence of the Company and its Subsidiaries, none filing of the counterparties to any such contract, is in default or breach thereunder or thereof. Except documents requested by Collateral Agent as set forth in Schedule 3.1(p)(iii)Section 5.15(b) herein, none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from including the date of this Agreementsuch filing. The Each Credit Party shall, and shall cause its Subsidiaries to, (1) protect, defend and maintain the validity and enforceability of each item of Intellectual Property that is material to the conduct of the business of the Company Borrower and its Subsidiaries does not taken as a whole, (2) promptly advise Agents in writing of any activities of third parties of which any Responsible Officer is or becomes aware that actually or potentially infringe, misappropriate or otherwise violate or conflict with the any Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There that is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, material to the knowledge conduct of the Company and its Subsidiaries, being threatened against, the Company business of Borrower and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of and (3) not allow any Intellectual Property Rights. To that is material to the knowledge conduct of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None business of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company Borrower and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported a whole to be owned by abandoned, forfeited or exclusively licensed dedicated to the Company or its Subsidiaries. For purposes public without the written consent of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsRequisite Lenders.

Intellectual Property. The Company and its Subsidiaries exclusively own No Obligor shall (free and clear a) amend, modify, cancel, terminate, allow to expire or lapse, or otherwise Dispose of all liensor do or suffer to exist any event, encumbrances and defects) circumstance or possess a valid license condition that results in or other lawful right would reasonably be expected to use all result in any materially adverse impairment of any Secured Party’s Liens on Intellectual Property Rights necessary, used or held for use (b) willingly do or authorize any act or willingly omit to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration do any act whereby any Collateral consisting of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)by such Obligor may prematurely lapse, and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged become invalid or unenforceable or are scheduled abandoned (or expected in the case of a Trade Secret, becomes publicly known); provided that neither the foregoing nor Section 7.1(b) shall prohibit (i) an Obligor or any Subsidiary thereof from allowing to expire or terminate or are scheduled or expected to lapse, be abandoned or canceledterminated, or adjudged become invalid or unenforceableunenforceable or abandoned any Intellectual Property (x) in the ordinary course of business, within three or (3y) calendar months from that such Obligor or Subsidiary, as applicable, has determined, in its reasonable business judgment, is not, or is no longer, material to the date of this Agreement. The conduct of the business or (ii) the abandonment, cancellation, lapse, expiry or other Disposition of Intellectual Property of an Obligor or Subsidiary to the extent, in such Person’s reasonable business judgment, it is not economically desirable to maintain such Intellectual Property for the conduct of such Person’s business or so long as such abandonment, cancellation, lapse, expiry or other Disposition is not materially adverse to the interests of the Company and Note Purchasers or (iii) the lapse or expiration of Intellectual Property in accordance with its Subsidiaries does not infringestatutory terms. No Obligor shall sell, misappropriate assign, lease, license or transfer or otherwise violate or conflict with the Dispose of any Collateral constituting material Intellectual Property Rights to any other Person (other than an Obligor), except for (A) non-exclusive licensing and sublicensing of otherspatents, trademarks, copyrights, and other Intellectual Property rights or (B) the exclusive licensing or sublicensing of such rights in the past six (6) yearsspecific geographies to Next.e.Go Bulgaria AD, no claim, action or proceeding (including in the U.S. Patent and Trademark OfficeNext.e.GO Mobile Dooel Tetovo, or any corresponding nonsubsidiary in South-U.S. authorityEast Europe or the United States in connection with the operation of microfactories, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claimincluding for regional sales of products and services, action or proceeding that has been made or brought in each case, in the past six ordinary course of business (6) years by or against, being threatened by or, to and the knowledge termination of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringementsforegoing); provided that no such license or sublicenses shall be permitted to the extent such license or sublicense would constitute, misappropriations in whole or other conflictsin part, or claims, actions or proceedings. Each a transfer of title of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its licensed or sublicensed Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsProperty.

Intellectual Property. The Company (a) As of the date of this Agreement, (i) Schedule 3.4(a)(i) sets forth a true and its Subsidiaries exclusively own (free and clear accurate list of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to Transferred Trademarks, all of the Company registered Copyrights and its Subsidiaries is listed on Schedule 3.1(p)(i)all of the Transferred Domain Names, and to Seller’s Knowledge, Transferred Patents, in each item case that are included in the Transferred Intellectual Property; (ii) to Seller’s Knowledge, Schedule 3.4(a)(ii) sets forth a true and accurate list of such all of the Patents that are included in the Licensed Intellectual Property Rights is valid and enforceable. Each (iii) Schedule 3.4(a)(iii) sets forth a true and accurate list of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries registered Trademarks and, to Seller’s Knowledge, Domain Names that are included in the knowledge of Retained Intellectual Property; subject in each case to the Company and its SubsidiariesSeller’s obligation to update such lists pursuant to Section 5.12. In addition, none of the counterparties Schedule 3.4(a)(i) sets forth any material Trademark or Patents that to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth Seller’s Knowledge would otherwise have constituted (or required to be set forthi) on Schedule 3.1(p)(i) has registrations for Transferred Trademarks that have expired or terminated, has (ii) Transferred Patents that have been closed or abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected were allowed to expire or terminate or are scheduled or expected lapse during the six (6) months prior to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. To Seller’s Knowledge, (i) the Patents identified as “Transferred Patents” on Schedule 3.4(a)(i) constitute all the Transferred Patents (as that term is defined in this Agreement), and (ii) the Patents identified as “Licensed Patents” on Schedule 3.4(a)(ii) constitute all the Licensed Patents (as that term is defined in this Agreement). The Trademarks identified on Schedule 3.4(a)(i) as “Transferred Trademarks,” the Domain Names identified on Schedule 3.4(a)(i) as “Transferred Domain Names” and the remainder of the Transferred Intellectual Property include all the Trademarks, Domain Names and other Intellectual Property that are primarily used in, held primarily for use in or primarily related to the Business or that are otherwise necessary for the conduct of the business of Business, as the Company and its Subsidiaries does not infringeBusiness has been conducted since January 1, misappropriate or otherwise violate or conflict with 2008, except in each instance to the extent that any such Intellectual Property Rights of othershas expired, and lapsed, or been closed or abandoned in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, ordinary course of business prior to the knowledge date of the Company and its Subsidiariesthis Agreement. Except as set forth on Schedule 3.4(a)(iv), being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company Seller or its Subsidiaries applicable Affiliates are aware the exclusive owners of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all the Transferred Intellectual Property Rights created and have all necessary rights to license the Licensed Intellectual Property owned by such Person in the course of his, her Seller or its employment Affiliates, free and clear of all Liens (other than Permitted Liens), and have the right to use the Transferred Intellectual Property and Licensed Intellectual Property for the operation of the Business as it is currently conducted without payment to another Person, other than in respect of the licenses set forth in Schedule 3.4(b)(ii). No Person has any ownership interest in any of the Transferred Intellectual Property, and other than in respect of the licenses set forth in Schedule 3.4(b)(i) and Schedule 3.4(b)(ii), or in a Non-Material Out-License or a Non-Material In-License, no Person has any other right in or to any of the Transferred Intellectual Property, including the right to receive royalty payments based on Seller’s, Seller’s Affiliates’ or Seller’s customers’ license, sale or use of the Products, and no Licensed Intellectual Property or Retained Intellectual Property licensed under the Collateral Agreements will require Buyer and its Affiliates to pay a royalty to Seller, its Affiliates, or any third party under the Collateral Agreements based on Seller’s, Seller’s Affiliates’ or Seller’s customers’ license, sale or use of the Products. Other than in respect of the licenses set forth in Schedule 3.4(b)(i) and Schedule 3.4(b)(ii), no Person has any interest or other engagement right in or to any modifications, improvements, or enhancements to the Transferred Intellectual Property or Licensed Intellectual Property made by or on behalf of Buyer or its Affiliates after the Company Closing Date. Neither Seller nor its Affiliates have granted any exclusive rights to any Transferred Intellectual Property or Licensed Intellectual Property to any of its SubsidiariesPerson. Except as set forth on in Schedule 3.1(p)(iv3.4(a)(v), there are no United States federal material Proceedings that have been served upon Seller or state agency its Affiliates, there are no material Proceedings of which Seller or its Affiliates have otherwise been notified or have knowledge, and to Seller’s Knowledge, no material Proceedings are threatened, in each case which challenge any other government rights in respect of any of the Transferred Intellectual Property or governmental agencyLicensed Intellectual Property or the validity or enforceability thereof, universityand neither Seller nor any of its Affiliates has received any written notice or claims challenging Seller’s or its Affiliates’ exclusive ownership of (or, research institute in the case of Third Party Intellectual Property, Seller’s or other similar organization has sponsored its Affiliates’ right to use) any research by material Transferred Intellectual Property or Licensed Intellectual Property. There are no material outstanding Judgments relating to the Company Transferred Intellectual Property, or against any Licensed Intellectual Property or Retained Intellectual Property that would adversely affect the licenses granted under the Collateral Agreements. Seller and its Subsidiaries Affiliates are not in Default under any Judgment against Seller or been involved its Affiliates with respect to the Transferred Intellectual Property, or otherwise sponsored with respect to any development of any Licensed Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Retained Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsthat would adversely affect the licenses granted under the Collateral Agreements.

Intellectual Property. The Company All Intellectual Property owned by the Borrower and its the Restricted Subsidiaries exclusively own (is owned free and clear of all liensLiens (other than (i) as permitted by Section 7.3, encumbrances and defects(ii) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is licenses listed on Schedule 3.1(p)(i4.9, (iii) other licenses granted in the ordinary course of business or which are not, individually or in the aggregate, material (including in connection with the sale or provision by the Borrower or any Restricted Subsidiary of products or services), and each item of such Intellectual Property Rights is valid and enforceable. Each (iv) the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the applicable Security Documents, (v) licenses (in-bound under which the Borrower or out-bound) any Restricted Subsidiary is the licensor in existence as of Intellectual Property Rights or other contracts the date hereof (including settlement agreementsin connection with the sale or provision by the Borrower or any Restricted Subsidiary of products or services) with respect and (vi) licenses to the use, ownership Borrower or enforcement of Intellectual Property Rights any Restricted Subsidiary). Except as could not reasonably be expected to which any of the Company and its Subsidiaries is have a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries andMaterial Adverse Effect, to the knowledge of any Loan Party: (a) the Company conduct of, and its Subsidiaries, none the use of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminatedin, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company Borrower and its the Restricted Subsidiaries (including the products and services of the Borrower and each Restricted Subsidiary) does not infringe, misappropriate misappropriate, or otherwise violate or conflict with the Intellectual Property Rights rights of others, and any other Person; (b) in the past six last two (62) years, there has been no claim, action or proceeding such claim asserted in writing (including in the U.S. Patent and Trademark Office, form of offers or any corresponding non-U.S. authority, or before any other governmental authorityinvitations to obtain a license) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by asserted or, to the knowledge of any Loan Party, threatened against the Company and its SubsidiariesBorrower or any Restricted Subsidiary; (c) there is no valid basis for a claim of infringement, being threatened againstmisappropriation, the Company and its Subsidiaries regarding or other violation of Intellectual Property Rightsrights against the Borrower or any Restricted Subsidiary; (d) no Person is infringing, including any challenging the validitymisappropriating, enforceability, ownership, enforcement, patentability or registrability of otherwise violating any Intellectual Property Rights. To of the Borrower or any Restricted Subsidiary, and there has been no such claim asserted or threatened against any third party by the Borrower or any Restricted Subsidiary, or to the knowledge of any Loan Party, any other Person; (e) no Software included in the Company and its Subsidiaries, no third party Collateral is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of subject to the Company or its Subsidiaries are aware terms of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute Open Source License or other similar organization license that requires any proprietary source code of such Software to be disclosed, licensed, publicly distributed, or dedicated to the public; and (f) the Borrower and each Restricted Subsidiary complies, and at all times has sponsored any research complied in all material respects with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company and its Subsidiaries Borrower or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationssuch Restricted Subsidiary.

Intellectual Property. The Company Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Quintiles Material Adverse Effect, either Quintiles or a Subsidiary of Quintiles owns, or is licensed or otherwise possesses adequate rights to use (in the manner and to the extent it has used the same), all trademarks or servicemarks (whether registered or unregistered), trade names, domain names, copyrights (whether registered or unregistered), patents, trade secrets or other intellectual property of any kind used in their respective businesses as currently conducted (collectively, the “Quintiles Intellectual Property”). No single item of Quintiles Intellectual Property owned by Quintiles or any of its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed is material to the Company operation of their businesses. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Quintiles Material Adverse Effect, Quintiles or one of its Subsidiaries is listed on Schedule 3.1(p)(i), and as the owner of record for each item of such registered Quintiles Intellectual Property Rights is valid Property, and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the usepending applications therefor, ownership or enforcement of Intellectual Property Rights to which any of the Company that Quintiles and its Subsidiaries is owns or purports to own (collectively, the “Quintiles Registered Intellectual Property”) with the relevant patent, trademark, copyright, domain name, or other authority in the United States or foreign jurisdiction, as the case may be. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a party is listed on Schedule 3.1(p)(ii)Quintiles Material Adverse Effect, each such contract is valid and enforceable, and none all of the Company Quintiles Registered Intellectual Property is valid, enforceable and subsisting and there are no challenges to the ownership, use, validity or enforceability of the Quintiles Registered Intellectual Property. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Quintiles Material Adverse Effect, (a) there are no pending claims or claims threatened in writing by any Person alleging infringement, misappropriation or dilution by Quintiles or any of its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none intellectual property rights of any Person; (b) the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business businesses of the Company Quintiles and its Subsidiaries has not infringed, misappropriated or diluted, and does not infringe, misappropriate or otherwise violate dilute, any intellectual property rights of any Person; (c) neither Quintiles nor any of its Subsidiaries has made any claim of infringement, misappropriation or conflict other violation by others of its rights to or in connection with the Quintiles Intellectual Property Rights of others, and in the past six Property; (6d) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its SubsidiariesQuintiles, no third party Person is infringing, misappropriating or otherwise conflicting with diluting any Quintiles Intellectual Property; (e) Quintiles and its Intellectual Property Rights. None Subsidiaries have taken reasonable steps to protect the confidentiality of their trade secrets and the security of their computer systems and networks; and (f) the consummation of the Company transactions contemplated by this Agreement will not result in the loss of, or its Subsidiaries are aware of any facts or circumstances which might give rise to any right of the foregoing infringementsany third party to terminate any of Quintiles’ or any Subsidiaries’ rights or obligations under, misappropriations any agreement under which Quintiles or other conflictsany of its Subsidiaries grants to any Person, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures any Person grants to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company Quintiles or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal a license or state agency right under or with respect to any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Quintiles Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsProperty.

Intellectual Property. The Company (a) Section 5.12(a) of the Disclosure Schedule sets forth an accurate and its Subsidiaries exclusively own (free and clear complete schedule of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all the Owned Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conductedthe Licensed Intellectual Property (the “Purchased Intellectual Property”). Each (b) As of the registrations Closing Date, Seller owns, or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned validly licenses or licensed otherwise possesses valid rights to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)use, and each item of such Purchased Intellectual Property Rights in the jurisdictions in which the Business operates. The Purchased Intellectual Property is valid and enforceable. Each sufficient to operate the Business as presently operated as of the licenses Closing. (in-bound or out-boundc) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none Section 5.12(c) of the Disclosure Schedule, with respect to each item of Owned Intellectual Property Rights set forth Property: (or required to be set forthi) on Schedule 3.1(p)(i) has expired or terminatedSeller possesses, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct in respect of the business of jurisdictions in which the Company and its Subsidiaries does not infringeBusiness operates, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all exclusive right, title and interest in and to all Intellectual Property Rights created by such Person the item, free and clear of any Lien, other than Permitted Liens; (ii) the item is not subject to any outstanding Order, past due payment, decision or agreement in any restricting manner, including restricting the transfer, commercialization, enforcement or licensing thereof; (iii) no legal or administrative proceeding is pending or, to Seller’s Knowledge, threatened, that challenges the legality, validity, enforceability of, or Seller’s ownership of or right to use or otherwise exploit, the item; (iv) to Seller’s Knowledge, there is no reason that any item would be considered invalid or unenforceable in the course of his, her jurisdictions in which the Business operates; and (v) each such item is presently pending or in force in accordance with its employment or other engagement by the Company or any of its Subsidiariesterms. Except as set forth on Schedule 3.1(p)(ivin Section 5.12(c) of the Disclosure Schedule, no license, sublicense, covenant, agreement or permission has been granted or entered into by Seller in respect of any item of Owned Intellectual Property. (d) With respect to each item of Licensed Intellectual Property, except as set forth in Section 5.12(d) of the Disclosure Schedule: (i) Seller’s rights covering the item are valid, binding and enforceable in accordance with their respective terms; (ii) to Seller’s Knowledge, no other party thereto is in breach or default and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification or acceleration thereunder; (iii) Seller has not received written notice that any party to the license, sublicense, agreement or permission intends to cancel, not renew, or terminate the license, sublicense, agreement or permission or to exercise or not exercise an option thereunder; and (iv) the license, sublicense, agreement or permission will not be terminated or cancelled, or Seller’s rights thereunder diminished or impaired, or Seller’s obligations thereunder increased, as a result of the consummation of the transactions contemplated by this Agreement. (e) Except as set forth in Section 5.12(e) of the Disclosure Schedule, there is not now, and there has not been, as a result of or in connection with Seller’s operation of the Business any infringement by Seller (including inducing, contributory or vicarious infringement), no United States federal misuse or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research misappropriation by the Company and its Subsidiaries or been involved with or otherwise sponsored any development Seller of any Intellectual Property Rights that is owned or purported licensed by any third party. There is not now existing any claim or, to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this AgreementSeller’s Knowledge, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications there is not any threatened claim against Seller for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationssuch a violation.

Intellectual Property. The Company (a) Schedule 3.11(a) contains a correct and its Subsidiaries exclusively own (free complete list including, where applicable, the filing, registration, or issuance date, application number, registration or issuance number, owner, and clear jurisdiction, of all liens, encumbrances and defects(i) registrations or possess a valid license or other lawful right to use all issuances of any Company-Owned Intellectual Property Rights necessaryRights, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or (ii) pending applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (inany Company-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Owned Intellectual Property Rights, including (iii) Contracts under which any challenging the validity, enforceability, ownership, enforcement, patentability Company Entity has granted or registrability of licensed to any third party any Intellectual Property Rights. To the knowledge of the Rights and/or Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicableand which grant or license is in force and effect, andother than non-exclusive licenses granted by a Company Entity in any Company-Owned Intellectual Property Rights in the ordinary course of business or Broker Agreements (collectively, the “Licenses-Out”), (iv) Contracts under which any third party has granted or licensed to its knowledge, no unauthorized disclosure of any information comprising Company Entity any Intellectual Property Rights has occurred. All present and/or Company Intellectual Property Rights, and former employeeswhich grant or license is in force and effect, consultants other than licenses for commercially available Software that are generally available on nondiscriminatory pricing terms which have an aggregate annual cost of $150,000 or less (collectively, the “Licenses-In”), (v) material proprietary Software, (vi) material trade secrets (but only a high-level non-confidential description thereof), (vii) material unregistered Marks, and independent contractors (viii) Domain Names, in the case of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons clauses (Ai), (ii) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (Bv) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv– (viii), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed (or, with respect to Domain Names, registered in the name of) any Company Entity. The Company-Owned Intellectual Property Rights (other than (A) applications listed in Schedule 3.11(a)(ii) and (B) the Registered Company Intellectual Property listed in Schedule 3.11(a)(ix) that the Company Entities do not intend to pursue or its Subsidiaries. For purposes of maintain (this Agreementclause (B), “Non-Active IP”)) are valid, subsisting and enforceable. None of the Company-Owned Intellectual Property Rights (other than Non-Active IP), nor to Seller's Knowledge any other material Company Intellectual Property Rights” means all intellectual property , have expired or been cancelled, abandoned, or otherwise terminated and proprietary rightsno act or omission has occurred or is occurring that would reasonably be expected to result in or cause the abandonment, including all cancellation, loss, lapse, or expiration of any such Company-Owned Intellectual Property Rights or, to Seller's Knowledge, the other material Company Intellectual Property Rights. All required filings and fees related to the Registered Company Intellectual Property (iother than the Non-Active IP) trademarkshave been timely submitted and paid to the appropriate Governmental Authorities. All Registered Company Intellectual Property (other than the Non-Active IP) has been duly filed, trade namesregistered or issued, service marksas the case may be, service names, domain names, with the appropriate Governmental Authorities and other designation of origin, together have been properly maintained and renewed in accordance with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with applicable Laws in all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsmaterial respects.

Intellectual Property. The Company SCHEDULE 5.10 contains a true and its Subsidiaries exclusively own (free and clear correct --------------------- list of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all the Intellectual Property Rights necessary, used or held contemplated for use to conduct its business as presently conducted by Seller in the Business (other than the property and as presently proposed to be conducted. Each rights listed on SCHEDULE 5.10A), containing a brief description of the registrations or applications for registration each item of Intellectual Property Rights (including issued patents and applications the nature of Seller's interest therein. The Acquired Assets include and, upon the purchase of those assets, Purchaser will own or have the uncontested right to use, all patents, designs, art work, designs-in-progress, formulations, know- how, inventions, trademarks, trade names, trade styles, service marks, copyrights, manufacturing processes, logos, and confidential or proprietary information necessary for patent) owned or licensed to the Company and its Subsidiaries is conduct of the Business as presently conducted, except for the intellectual property listed on Schedule 3.1(p)(i)SCHEDULE 5.10A, and each item of such which is not included in the Intellectual Property Rights and is valid and enforceablenot being conveyed to Purchaser hereby. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries No claim is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries andpending or, to the knowledge best of Seller's knowledge, threatened, and Seller has received no notice that the conduct of the Company and its SubsidiariesBusiness (including without limitation, none Seller's use of any Intellectual Property) infringes upon or conflicts with any rights claimed therein by any third party, nor is Seller aware of any unasserted claim the counterparties assertion of which is probable. No use by Seller of any Intellectual Property licensed to it violates the terms of any such contract, agreement pursuant to which it is in default or breach thereunder or thereoflicensed. Except as set forth in Schedule 3.1(p)(iii)5.10, none of the no claim is pending, or to Seller's knowledge, threatened, which alleges that any Intellectual Property Rights set forth (owned or required licensed by Seller or which Seller otherwise has the right to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged use is invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceledby Seller, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There nor is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability Seller aware of any Intellectual Property Rightssuch claim that is unasserted, but the assertion of which is probable. To the knowledge best of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its Seller's knowledge, no unauthorized disclosure Seller does not manufacture products which are the subject of any information comprising any Intellectual Property Rights has occurred. All present and former employeespatents, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secretspatent applications, know-how and other confidential information of the Company and its Subsidiariescopyrights, as applicablecopyright applications, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trademark applications, trade namesstyles, service marks, service namesor trade secrets owned by or licensed from third parties. No royalties or fees are payable by Seller to anyone for use of the Intellectual Property. To the best of Seller's knowledge, domain namesall agreements pursuant to which Seller has any license or right to use any Intellectual Property are in full force and effect and there are no existing defaults or events of default, real or claimed, or events which with or without notice or lapse of time or both would constitute defaults under such agreements that would give the non- defaulting party a right to terminate such agreement or a right to receive any payment pursuant to such agreement. Seller has not received any notice that the manufacture, use, or sale by Seller of its products, or any component or part thereof, nor any manufacturing operation or machinery employed by Seller, violates or infringes upon any claims of any United States or foreign patent or patent application owned or held by any third party, nor is Seller aware of any unasserted claim the assertion of which is probable. To the best of Seller's knowledge, all Seller's Intellectual Property and registrations, applications, and other designation agreements related thereto are fully assignable to Purchaser without the consent of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsany third party except as shown on SCHEDULE 5.10.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear a) Section 4.16(a)(i) of all liens, encumbrances and defects) or possess a valid license or other lawful right to use the Disclosure Schedule identifies all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights that is (including issued patents and applications for patenti) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by any Hostess Entity (solely or exclusively jointly with others) and (ii) subject to an application or registration (by name, owner and, where applicable, registration or application number and jurisdiction) (collectively, “Registered IP”). Each item comprising Registered IP has been filed (in the case of applications), duly registered or issued by the official governmental registrars or issuers in all the jurisdictions shown in Section 4.16(a)(i) of the Disclosure Schedule (the “Territory”) and, except as set forth on Section 4.16(a)(ii) of the Disclosure Schedule, is valid and enforceable in each applicable Territory in all material respects. The Hostess Entities collectively are the sole and exclusive owner of all right, title and interest to and in the Hostess Intellectual Property (other than Intellectual Property validly licensed to any of the Company Hostess Entities or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means in the public domain available for use) free and clear of any Liens (other than Permitted Liens and non-exclusive licenses granted by Hostess Entities pursuant to the Contracts listed in Section 4.9(a)(vii) of the Disclosure Schedule. Except as set forth on Section 4.16(a)(iii) of the Disclosure Schedule, all intellectual property documents and proprietary rightsinstruments necessary to perfect the rights of the Hostess Entities in the Registered IP have been validly executed, including delivered and filed in a timely manner with the appropriate Governmental Entities. Except as set forth on Section 4.16(a)(iv) of the Disclosure Schedule, each item comprising Registered IP is and at all (i) trademarkstimes has been in compliance with all legal requirements, trade namesand all filings, service marks, service names, domain namespayments, and other designation of origin, together with all goodwill associated therewith, actions required to be made or taken to maintain such item comprising Registered IP in full force and effect have been made and taken by the applicable deadline or (iiwhere the Hostess Entities are entitled to extensions) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights extensions have been timely filed to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsextend such deadlines.

Intellectual Property. (i) The Company and its Subsidiaries exclusively Sellers or Seller Parent own (free and clear of all liens, encumbrances and defects) or possess a have valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereofIP Assets. Except as set forth in Section 3.1(i)(i) of the Disclosure Schedule, immediately after the Closing, the Buyer will have a right or license to use all IP Assets and will own all IP Assets free of all Encumbrances. Section 3.1(i)(i) of the Disclosure Schedule 3.1(p)(iii)sets forth a complete and correct list of all written or oral licenses and arrangements, none (i) pursuant to which the use by any Person of any IP Assets or any part thereof is permitted by either of the Sellers or any Seller Affiliate and (ii) pursuant to which the use by either of the Sellers or any Seller Affiliate of any IP Assets or any part thereof is permitted by any Person (collectively, the "INTELLECTUAL PROPERTY LICENSES") and except as set forth in Section 3.1(i)(i) of the Disclosure Schedule, the Sellers are the only licensors or licensees, as the case may be, under the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this AgreementLicenses. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of othersLicenses are in full force and effect in accordance with their terms, and in are free and clear of any Encumbrances. To the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to best of the knowledge of the Company Sellers and its Subsidiariesthe Seller Parent, being threatened against, neither the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging Sellers nor the validity, enforceability, ownership, enforcement, patentability or registrability of Seller Parent is in default under any Intellectual Property RightsLicense and no such default is currently threatened. To the best of the knowledge of the Company Sellers and its Subsidiariesthe Seller Parent, no the conduct of the Business as presently conducted does not infringe the rights of any third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware in respect of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its SubsidiariesIP Assets. Except as set forth on Schedule 3.1(p)(iv)in Section 3.1(i)(i) of the Disclosure Schedule, no United States federal none of the IP Assets used in the Business or state agency any part thereof is being furnished by any Seller Affiliate or any other government third party. There is no claim or governmental agencydemand of any Person pertaining to, universityor any proceeding that is pending or to the best of the knowledge of the Sellers and the Seller Parent, research institute threatened that challenges the rights of the Sellers or other similar organization has sponsored the Seller Parent in respect of the IP Assets or Trademarks, or claims that any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of default exists under any Intellectual Property Rights owned License. None of the IP Assets or purported the Intellectual Property Licenses is subject to be owned any outstanding order, ruling, decree, judgment or stipulation by or exclusively licensed to with any court, tribunal arbitrator, or other governmental authority. As set forth in the Company "Registered Marks" section of Section 1.1(m) of the Disclosure Schedule, the IP Assets have been duly registered with, filed in or its Subsidiaries. For purposes of this Agreementissued by, “Intellectual Property Rights” means all intellectual property as the case may be, the United States Patent and proprietary rightsTrademark Office and the United States Copyright Office or other filing offices, including all (i) trademarks, trade names, service marks, service names, domain namesdomestic or foreign, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship such filings or registrations remain in full force and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationseffect.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defectsa) or possess a valid license or other lawful right to use all All Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of owned by any Seller (the registrations or applications for registration of "Owned Intellectual Property Rights (including issued patents and applications for patentProperty") owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i5.12(a), other than any such Owned Intellectual Property that does not constitute an issued patent or pending patent application, a trademark registration or pending trademark application, or a registered copyright and is not material to the manufacture, sale or marketing of any current Product or otherwise material to the conduct of the Business. With respect to any registered or issued patents, copyrights or trademarks, or any pending applications therefor that are listed on Schedule 5.12(a), such schedule indicates the jurisdiction in which they were issued or registered or await issuance or registration; the date of issuance, registration or application, as the case may be, and any registration or identification number assigned thereto. All due and owed maintenance fees and renewal filings with respect to each item such registration, issuance and application have been paid or filed, as the case may be, except where the failure to make the payment of such fees or such filings would not, individually or in the aggregate, be material to the future conduct of the Business in any jurisdiction. The documentation in the possession of Sellers relating to any Owned Intellectual Property Rights that constitutes a trade secret is valid current and enforceableaccurate and sufficient in detail and content to allow its full use without reliance on the knowledge or memory of any Person. Each of the licenses (in-bound Except as disclosed on Schedule 5.12(a), no Seller has granted any license or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) assigned any rights with respect to the use, ownership or enforcement of Owned Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is Property. Except as listed on Schedule 3.1(p)(ii5.12(a), each such contract is valid and enforceable, and none there are no present or future royalty or other payment obligations arising from the use of the Company or its Subsidiaries andOwned Intellectual Property, except as may be set forth pursuant to the knowledge terms of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereofan Intellectual Property License. Except as disclosed on Schedule 5.12(a), Sellers have exclusive ownership of and right to use the Owned Intellectual Property, including all improvements thereon, except as may be set forth in Schedule 3.1(p)(iii), none pursuant to the terms of the an Intellectual Property Rights set forth License. Promptly after the date hereof, Sellers will provide a correct and complete list of (or required to be set forthi) on Schedule 3.1(p)(i) has expired or terminatedeach Seller's common law trademarks, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from including the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringefirst use in each jurisdiction, misappropriate that any Seller is currently using or otherwise violate or conflict with the Intellectual Property Rights of othershas used since January 1, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable1996, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works all Internet domain name registrations of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationseach Seller.

Intellectual Property. The Company (a) Schedule 5.18(a) of the Advance --------------------- ---------------- Disclosure Memorandum lists all patents, registered trademarks, registered service marks, trade names and registered copyrights and all applications for any of the foregoing owned by Advance and its Subsidiaries exclusively own (free and clear as of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The Agreement or exclusively licensed for use in the conduct of the business businesses of the Company Advance and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge as of the Company and its Subsidiariesdate of this Agreement (collectively, being threatened against, the Company and its Subsidiaries regarding "Advance's Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its SubsidiariesProperty"). Except as set forth on Schedule 3.1(p)(iv)5.18(a) of ------------------------------- ---------------- the Advance Disclosure Memorandum, there are no United States federal unregistered or state agency common law trademarks, service marks or any other government or governmental agency, university, research institute or other similar organization has sponsored any research copyrights owned by the Company Advance and its Subsidiaries or that are used in the ordinary course of their business for which registrations have not been involved applied for which in the aggregate are material to their business. Except as set forth on Schedule 5.18(a) of the Advance Disclosure Memorandum and ---------------- subject to obtaining the Required Consents associated with or otherwise sponsored any development licenses of any Intellectual Property Rights owned or purported to be owned of the foregoing by or exclusively licensed to Advance and its Subsidiaries which are in effect as of the Company or its Subsidiaries. For purposes date of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarksto the knowledge of Advance, trade namesas of the date of this Agreement, service marks, service names, domain namesAdvance and its Subsidiaries possess the lawful right to conduct their respective businesses using Advance's Intellectual Property where these businesses are now conducted, and other designation of origin, together with all goodwill associated therewith, (ii) original works none of authorship and copyrightsAdvance or any of its Subsidiaries has received notice of any material claim by any Person or any Proceeding pending or threatened which relates to the use of any of Advance's Intellectual Property or another Person's Intellectual Property by Advance or any of its Subsidiaries, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all or the validity or enforceability of Advance's Intellectual Property or the rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsof Advance or any of its Subsidiaries therein.

Intellectual Property. The Company Except as described in SCHEDULE 4.18, NATN owns or possesses adequate rights to use all patents, trademarks, service marks, trade names, copyrights, or applications for the foregoing, and its Subsidiaries exclusively own all computer programs, software, databases and documentation used in, relating to, or necessary for the conduct of, the business of NATN (collectively, the "Intellectual Property"). SCHEDULE 4.18 lists: (i) all such Intellectual Property and (ii) all licenses or other agreements (other than licenses of generally available computer programs or software licenses which are immaterial to the business of NATN) pursuant to which NATN has any right to use or enjoy the Intellectual Property that is owned by others (the "Intellectual Property Agreements"). Except as otherwise described on SCHEDULE 4.18, the Intellectual Property owned by NATN is owned free and clear of all liensclaims of others, encumbrances and defects) including present or possess a valid license former employees, agents or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each independent contractors of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)NATN, and each item NATN has not received notice that use of such Intellectual Property Rights is valid and enforceablein its business violates or infringes upon the claimed rights of others. Each of As to the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts Agreements: (including settlement agreementsa) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company all such agreements are in full force and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries andeffect; (b) neither NATN nor, to the knowledge of the Company and its SubsidiariesNATN, none of the counterparties to any such contractother party thereto, is in default under any such agreements; (c) NATN is not or breach thereunder will not, by reason of the transactions contemplated by this Agreement, become obligated to make any royalty or thereofsimilar payment under such agreements; (d) the rights of NATN under such agreements will not be affected by the consummation of the Merger; and (e) NATN has not received notice that the exercise by NATN of its rights under such agreement infringes upon the claimed rights of others and has no knowledge that the rights of NATN with respect to such Intellectual Property are being infringed upon by any other person. In addition, NATN has not received any notice that any of the products or services of NATN infringes upon claimed rights of others. Except as set forth disclosed on SCHEDULE 4.18, NATN has not granted to any person or entity any license or other right to use in Schedule 3.1(p)(iii), none any manner any of the Intellectual Property Rights set forth (owned by NATN and has not granted any sublicense or required right to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected use any Intellectual Property licensed to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with NATN under the Intellectual Property Rights of others, and in the past six (6) years, no claim, action Agreements; nor has NATN granted any software licenses or proceeding (including in the U.S. Patent and Trademark Office, sublicenses that would authorize any person or entity to use any corresponding non-U.S. authority, software licensed or before sublicensed thereunder for any purpose other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, than uses limited solely to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsperson.

Intellectual Property. (a) The Company and its Subsidiaries exclusively own (free and clear of all liensowns, encumbrances and defects) licenses or possess a valid license or other lawful otherwise has the right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from necessary for the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does as currently conducted (collectively, the “Company IP Rights”); provided that the foregoing shall not infringebe deemed to be a representation or warranty regarding the infringement, misappropriate violation, misappropriation or otherwise violate or conflict with the dilution of third party Intellectual Property Rights of others, rights. Schedule 3.12(a) sets forth a complete and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors accurate list of each of the following (i) issued or pending applications to issue Patents, (ii) registered or pending applications to register Trademarks and material unregistered Trademarks, (iii) registered Copyrights and material unregistered Copyrights relating the products and services offered by the Company, (iv) Internet domain names, and (v) social media accounts, in each case, used by the Company and its Subsidiaries that have been involved in not subject to any inbound license permitting the development use of third party Intellectual Property or relating to any Intellectual Property Rights used available in the business public domain (all of the foregoing, together with Trade Secrets and other unregistered Trademarks and Copyrights used by the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree not subject to protect any inbound license permitting the trade secretsuse of third party Intellectual Property or relating to any Intellectual Property available in the public domain, know-how and other confidential information the “Owned Intellectual Property”); provided that the foregoing shall not be deemed to be a representation or warranty regarding the infringement, violation, misappropriation or dilution of the third party Intellectual Property rights. The Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, owns all right, title and interest in and to all Owned Intellectual Property Rights created by such Person in the course free and clear of hisall Liens, her or its employment or other engagement by the Company or any of its Subsidiariesexcept Permitted Liens. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any All Owned Intellectual Property Rights owned that are registered, filed or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rightsapplied for with any Governmental Entity, including all (i) trademarkssuch items listed in Schedule 3.12(a), trade namesare in good standing, service markssubsisting and, service namessolely with respect issued or registered items included therein, domain names, valid and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsenforceable.

Intellectual Property. The Company Exhibit 7.22 hereto sets forth a complete and its Subsidiaries exclusively own (free and clear correct list of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessarynot addressed in Sections 7.20 and 7.21 hereto, used together with a complete list of all licenses granted (expressly or held for use impliedly) by or to conduct its business as presently conducted and as presently proposed to be conducted. Each any of the registrations Companies or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed with respect to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of any such Intellectual Property Rights is valid and enforceable. Each (other than licenses to any of the licenses Companies’ customers) (in-bound or out-boundthe “Licenses”) as well as a complete and correct list of Intellectual Property Rights or all research and development and similar agreements (other contracts (including settlement agreementsthan any agreements with customers) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries Companies is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none or by or under which any of the Company Companies is bound or its Subsidiaries and, to the knowledge obligated (all of the Company above, together with the EPS Software pursuant to Section 7.20(a) and its Subsidiaries, none the software licenses of the counterparties Information Systems pursuant to any such contractSection 7.21, is in default or breach thereunder or thereofhereinafter referred to as the “EPS Intellectual Property”). Except as set forth in Schedule 3.1(p)(iiiExhibit 7.20 through 7.22 hereto, (A) no item the EPS Intellectual Property infringes upon or is inconsistent with any rights owned or held by or licensed to, any other Person, and there is not and has not been in the past pending or threatened any claim or litigation against any of the Companies, Main Sellers or their respective Affiliates relating to any Intellectual Property or Licenses. (B) to the Main Sellers’ Knowledge, there are no facts that indicate a likelihood of any of the foregoing, and (C) no notices have been received regarding any of the foregoing (including, without limitation, any demands or offers to license any Intellectual Property from any third party). Except as set forth in Exhibits 7.20 through 7.22 hereto, none no former or current employee of the Companies, and no Main Seller owns or has any rights in or to any item of the EPS Intellectual Property. The Intellectual Property and the Licenses constitute all of the intellectual property and licenses needed for the conduct of the Business as conducted on and prior to the date hereof, without the need for any additional expenditures for intellectual property matters. Each item of the EPS Intellectual Property owned or used by the Companies immediately prior to the Initial Closing Date will be owned or available for use by the Companies on identical terms and conditions immediately subsequent to the Initial Closing. Each of the Companies have taken all necessary action to maintain and protect each item of the EPS Intellectual Property that they own or use. To the Main Sellers' Knowledge, the owners of any of the EPS Intellectual Property licensed to the Companies' have taken all necessary and desirable actions to maintain and protect the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from covered by the date of this AgreementLicenses. The conduct of To the business of the Company Main Sellers' Knowledge and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company directors and its Subsidiaries, being threatened against, the Company officers (and its Subsidiaries regarding employees with responsibility for Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge matters) of the Company and its SubsidiariesCompanies, no third party is infringinghas interfered with, misappropriating infringed upon, misappropriated, or otherwise conflicting come into conflict with its Intellectual Property Rights. None any item of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its EPS Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsProperty.

Intellectual Property. The Company Each of the Seller and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) the Subsidiary owns or possess a valid license possesses the requisite licenses or other lawful right rights to use all fictitious names, trademarks, patents, copyrights in published and unpublished works, service marks, service names, trade names and other intellectual property (including, without limitation, computer programs, source codes and software) (collectively, "INTELLECTUAL PROPERTY") where failure to possess them would have a Material Adverse Effect. Schedule 4.8 contains a description of the material Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceledused by, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from necessary for the date of this Agreement. The conduct of the business of of, the Company and its Subsidiaries does not infringe, misappropriate Seller or otherwise violate the Subsidiary or conflict to which the Seller or the Subsidiary claims an interest in connection with the conduct of its business. Schedule 4.8 also contains a complete list of all agreements relating to development of Intellectual Property Rights of othersProperty, and in as well as agreements pursuant to which the past six (6) years, no claim, action Seller or proceeding (including in the U.S. Patent and Trademark OfficeSubsidiary is permitted to, or permits another party to, use any corresponding non-U.S. authorityIntellectual Property. Except as disclosed on Schedule 4.8, or before any other governmental authority(a) has been made or brought alleging the foregoing. There is there are no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by material claims pending or, to the knowledge of the Company and its SubsidiariesSeller, being threatened against, by or against the Company and its Subsidiaries regarding Intellectual Property Rights, including Seller or the Subsidiary or before any governmental body challenging the validity, enforceability, ownership, enforcement, patentability use or registrability validity of any Intellectual Property Rights. To Property; (b) except as set forth in Schedule 4.8, to the knowledge of the Company and its SubsidiariesSeller, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company Seller and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in Subsidiary has the business of the Company sole and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all exclusive right, title and interest in and to all Intellectual Property Rights created owned by it, free and clear of all Liens, and the consummation of the transactions contemplated in this Agreement will not materially alter or impair any such Person rights; (c) all material fees and Taxes (as defined below) in the course of his, her relation to all Intellectual Property have been paid or its employment or other engagement by the Company or any of its Subsidiariesaccrued; and (d) all renewals have been duly effected on time. Except as set forth on in Schedule 3.1(p)(iv)4.8, neither the Seller nor the Subsidiary is a licensor or licensee in respect of any of the Intellectual Property, pays any royalty to or receives any royalty from any Person (as defined herein) with respect to any of the Intellectual Property or has granted any rights to or has received any rights from any Person with respect to any of the Intellectual Property. To the knowledge of the Seller, no United States federal services currently provided or state agency products currently sold by or any other government on behalf of the Seller, the Subsidiary or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development their respective businesses infringes Intellectual Property rights of any Intellectual Property Rights owned Person and no such claims have been made or purported to be owned by threatened and, in either case, not withdrawn or exclusively licensed to abandoned, against the Company Seller or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsthe Subsidiary.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration list of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed set forth on Schedule 3.1(p)(i)1.1(g) of this - 10 - BA0DOCS1/0039024.07 Agreement contains all of the patents, trademarks, trade names, trade styles, service marks and each item copyrights used in connection with the Business, including all registrations therefor and licenses thereof. To the extent indicated on Schedule 1.1(g) of such this Agreement, the Intellectual Property Rights is valid has been duly registered in, filed in or issued by the United States Patent and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereofTrademark Office. Except as set forth in on Schedule 3.1(p)(iii), none 4.12 of this Agreement: (a) Seller is the sole and exclusive owner of the Intellectual Property Rights set forth Property; (b) Seller has the sole and exclusive right to use the Intellectual Property; (c) Seller has received no notice from any other person challenging the right of Seller to use the Intellectual Property; (d) Seller has not, in its operation of the Business, infringed and is not now infringing, on any patent, trademark, trade name, trade secret or required to be set forth) on Schedule 3.1(p)(i) has expired or terminatedcopyright held by any other person, has been abandoned or canceledfirm, or adjudged invalid company, in any manner which materially affects the Business or unenforceable the Purchased Assets; (e) Seller has not granted any outstanding licenses or are scheduled other rights and has no obligations to grant licenses or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct other rights under any of the business Intellectual Property; (f) no claims have been made by Seller for any violation or infringement by others of the Company rights of Seller with respect to any Intellectual Property and its Subsidiaries Seller does not infringeknow of any basis for the making of any such claim; (g) with respect to any pending applications with respect to any Intellectual Property, misappropriate there are no interferences or otherwise violate or conflict with the Intellectual Property Rights of othersother contested proceedings, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by either pending or, to the knowledge of the Company Seller, threatened, in the United States Patent and its SubsidiariesTrademark Office or any federal, being threatened againststate or local court; and (h) Seller has the right to sell, the Company assign and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge transfer to Buyer all of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsProperty.

Intellectual Property. The Company Schedule “2.11” annexed hereto is a complete and its Subsidiaries exclusively own (free and clear correct list of all lienstrademarks, encumbrances and defects) trade names (registered or possess a valid license or other lawful right to use all Intellectual Property Rights necessaryunregistered), used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights service marks, brand names, copyrights, patents (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is foregoing) logos, designs or Exhibit 10.216 other intangible rights or properties of a party is listed on Schedule 3.1(p)(ii)similar nature (the “Intellectual Properties”) used by, each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceledowned by, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years licensed by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened againstto, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its SubsidiariesCompany. Except as set forth on Schedule 3.1(p)(iv)2.11, the Company is the lawful owner or licensee of all of the aforesaid, respectively, and has the exclusive, world-wide, perpetual, royalty-free right to use the same in the conduct of its business; no United States federal proceedings have been instituted by or state agency against the Company or any other government are pending, in each case as a result of service by or governmental agency, university, research institute on the Company of a summons or other pleading having a similar organization function (and no notice or claim has sponsored any research been received by the Company threatening any such proceeding) which challenge any rights in respect thereto or the validity thereof and its Subsidiaries none of the aforesaid is subject to any outstanding order, decree, judgment, stipulation or been involved with charge; the enforceability and validity of, and the obligations of the parties provided in, any agreement granting or otherwise sponsored any development relating to the Intellectual Properties are not affected by the transactions contemplated by this Agreement and no consent of any party thereto is necessary or required by the transactions contemplated by this Agreement; the Company is not infringing on any third party’s Intellectual Properties and no claim has been made, or notice received, alleging such infringement. Each Shareholder hereby assigns, and, prior to the date hereof, the Company has caused the only employee of the Company known to the Shareholders to have any interest in any of the Intellectual Property Rights owned or purported to be owned by or exclusively licensed assign, to the Company any right, title or its Subsidiariesinterest which such Shareholder or such employee has in and to any of the foregoing Intellectual Properties. For purposes of this AgreementUpon request by Buyer, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together the Shareholders shall provide a duly executed assignment in recordable form with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights respect to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsany such assignment.

Intellectual Property. The Company (a) Schedule 5.5(a) annexed hereto is a complete and its Subsidiaries exclusively own (free and clear accurate list of all liensthe patents, encumbrances patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and defectscopyrights (the “Intellectual Property”) registered by SDS, or possess a valid license or other lawful right with respect to use all Intellectual Property Rights necessarywhich SDS has any rights, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of it specifies, where applicable, the registrations or applications for registration jurisdictions in which each such item of Intellectual Property Rights (including has been issued patents or registered or in which an application for such issuance and applications for patent) owned or licensed registration has been filed. Prior to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)date hereof, and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of has been provided with the Company respective registration or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereofapplication numbers. Except Other than as set forth in Schedule 3.1(p)(iii5.5(a), all of the Intellectual Property is valid and subsisting, all necessary registration, maintenance and renewal fees currently due in connection with such Intellectual Property have been made and all necessary documents, recordations and certificates in connection with such Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in Israel and or in foreign jurisdictions, as the case may be, for the purposes of maintaining such Intellectual Property. Other than as set forth in Schedule 5.5(a), there is no claim or action by any person pertaining to, or proceeding pending or threatened, which challenges the right of SDS with respect to any of the Intellectual Property. Other than as set forth on Schedule 5.5(a), SDS owns and has good and exclusive title to, or has a license (sufficient for the conduct of its business as currently conducted and as proposed to be conducted) to, each item of the Intellectual Property free and clear of any Encumbrances (excluding licenses and related restrictions). Other than as set forth in Schedule 5.5(a), none of the Intellectual Property Rights set forth (is subject to any law, rule or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct regulation of the business of Israeli government, the Company and its Subsidiaries does not infringe, misappropriate United States government or otherwise violate or conflict with the Intellectual Property Rights of othersany agency thereof, and there is no outstanding order of any governmental authority of competent jurisdiction in Israel or in the past six (6) yearsUnited States, no claim, action restricting the use or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge licensing of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its SubsidiariesProperty. For the purposes of this Agreement, the term “Intellectual Property RightsEncumbrances” means shall mean all intellectual property and proprietary rightsliens, including all (i) trademarkspledges, trade nameshypothecations, service markscharges, service namesadverse claims, domain namesoptions, and preferential arrangements or restrictions of any kind, including, without limitation, any restriction of the use, voting, transfer, receipt of income or other designation exercise of origin, together with all goodwill associated therewith, (ii) original works any attributes of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsownership.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of a) Schedule 4.12 sets forth all liensmaterial Intellectual Property, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessaryowned, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned used, filed by or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses or from Purchaser (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of extent employed in the Company WVS-I Business but except as employed in providing corporate level and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except other services as set forth in Schedule 3.1(p)(iiithe SLA), none of the WVS-I or any WVS-I Subsidiary. The Intellectual Property Rights set forth (or required in Schedule 4.12 is referred to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from in this Agreement as the “WVS-I Intellectual Property”. As of the date of this Agreement. The conduct Agreement Purchaser owns (and as of Closing Date, WVS-I and the business WVS-I Subsidiaries own, except for licenses of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6from Purchaser) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all the Intellectual Property Rights created by such Person listed in the course of his, her or its employment or other engagement by the Company or any of its SubsidiariesSchedule 4.12. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any With respect to all WVS-I Intellectual Property Rights owned that is issued, registered or purported subject to be owned by an application for issuance or exclusively licensed to the Company or its Subsidiaries. For purposes registration, Schedule 4.12 sets forth a list of this Agreement, “all jurisdictions in which such WVS-I Intellectual Property Rights” means is issued or registered or in which patents or registrations have been applied for and all intellectual property patent, registration and proprietary rights, including all application numbers. (i) trademarksAll WVS-I Intellectual Property has been duly registered in, trade namesfiled in or issued by the appropriate Governmental Entity where such registration, service marks, service names, domain names, filing or issuance is necessary or appropriate for the conduct of the business of WVS-I and other designation of origin, together with all goodwill associated therewith, its subsidiaries as presently conducted and (ii) original WVS-I (or Purchaser in the case of a license from Purchaser to WVS-I) will be, the sole and exclusive owner of, and Purchaser has and, as of the Closing Date, WVS-I and the WVS-I Subsidiaries will have, the right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare derivative works of authorship and copyrightssublicense, (iii) patents without payment to any other person, all WVS-I Intellectual Property and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations the subjects thereof, including all rights to file applications for patentand the consummation of the Transactions and the other transactions contemplated hereby does not and will not conflict with, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsalter or impair any such rights.

Intellectual Property. The (a) Schedule 3.14(a) of the Company Disclosure Schedules set forth an accurate and complete list of (i) all Domain Names of which the Company or any of its Subsidiaries exclusively own is the registrant specifying for each its registrant (free unless such registrant is the Company) and clear of administrative contact email address and renewal date, and whether it is active (collectively, the “Company Registered Domain Names”); (ii) all liens, encumbrances registered Marks and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or pending applications for registration of Intellectual Property Rights (including issued patents and applications for patent) Marks owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(ivSubsidiaries (collectively, the “Company Registered Marks”), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research ; (iii) all Patents owned by the Company and or any of its Subsidiaries that are issued or for which applications have been involved with or otherwise sponsored any development filed (collectively, the “Company Patents”); and (iv) all registered Copyrights and all pending applications for registration of any Intellectual Property Rights owned or purported to be owned Copyrights by or exclusively licensed to the Company or any of its Subsidiaries. For purposes of this AgreementSubsidiaries (collectively, the “Intellectual Property RightsCompany Registered Copyrights” means all intellectual property and, together with the Company Registered Domain Names, the Company Registered Marks and proprietary rightsthe Company Patents, including all the “Company Registered IP”), indicating as to each item in (ii)-(iv) as applicable: (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, the current owner; (ii) original works of authorship and copyrightsthe jurisdictions in which the item is issued or registered or in which any application for issuance or registration has been filed, (iii) patents the respective issuance, registration, or application number of the item, and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secretsthe dates of application, know-how issuance or registration of the item. Except as and other confidential informationto the extent disclosed on Schedule 3.14(a) of the Company Disclosure Schedules, (v) softwarethe Company or one of its Subsidiaries has timely paid all filing, including dataexamination, databases issuance, post registration and documentation thereformaintenance fees, annuities and the like associated with or required with respect to any of the Company Registered IP, and (viall documents, recordations and certificates necessary to be filed by the Company or the applicable Subsidiary of the Company to maintain the effectiveness of the Company Registered IP have been filed with the relevant patent, copyright, trademark or other authorities in the United States, Israel or other foreign jurisdictions, as the case may be, so that no item required to be listed on Schedule 3.14(a) inventionsof the Company Disclosure Schedules has lapsed, licensesexpired or been abandoned or canceled other than in the Ordinary Course of Business and except for such lapses, approvals and governmental authorizationsexpirations, abandonment or cancellations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property. (a) Disclosure Schedule 5.11(a) sets forth a list of all material registrations and applications for registration of the Owned Intellectual Property, setting forth for each item (i) the record owner of such item; (ii) the jurisdiction in which such item is issued, registered, or pending; and (iii) the issuance, registration, filing, or application date and serial or identification number of such item. (b) The Company Selling Entities are the sole and its Subsidiaries exclusively own (exclusive owner of all right, title, and interest in and to the Owned Intellectual Property free and clear of all liens, encumbrances and defects) or possess a valid license or Encumbrances (other lawful right to use all than Permitted Encumbrances). The Owned Intellectual Property Rights necessaryis subsisting, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge Knowledge of the Company and its Subsidiarieseach Selling Entity, none of the counterparties to any such contract, is in default or breach thereunder or thereofenforceable. Except as set forth in Schedule 3.1(p)(iii), none limited by Section 365(c)(1)(A) of the Bankruptcy Code, the Selling Entities own or have a right to use, all Owned Intellectual Property Rights set forth (and all other material Intellectual Property used in or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from necessary for the date of this Agreement. The conduct operation of the business Business as currently conducted by the Selling Entities, free and clear of all Encumbrances (other than Permitted Encumbrances) (it being understood that the foregoing is not a representation or warranty regarding infringement, misappropriation or other violation of any Intellectual Property of any Person). (c) To the Knowledge of each Selling Entity, the operation of the Company and its Subsidiaries Business by the Selling Entities does not infringe, misappropriate misappropriate, or otherwise violate or conflict with the Intellectual Property Rights of othersviolate, and in the past six (6) yearsand, no claimsince January 1, action or proceeding (including in the U.S. Patent and Trademark Office2022, has not infringed, misappropriated, or any corresponding non-U.S. authorityotherwise violated, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rightsany Person in any material respect. None of the Company Selling Entities has received any written notice since January 1, 2022 that it is infringing, misappropriating, or its Subsidiaries are aware otherwise violating the Intellectual Property of any facts or circumstances other Person which might give rise to any notice remains unresolved. To the Knowledge of the foregoing infringementseach Selling Entity, misappropriations or other conflictsno Person is infringing, misappropriating, or claims, actions otherwise violating any Owned Intellectual Property and no such Proceedings are currently being asserted or proceedingsthreatened in writing against any Person by any Selling Entity. Each of the Company and its Subsidiaries has (d) The Selling Entities have taken reasonable measures steps to protect and maintain any material trade secrets and know-how included in the secrecy, confidentiality and value of all of its Owned Intellectual Property Rights, as applicableProperty, and, to its knowledgethe Knowledge of each Selling Entity, there are no unauthorized disclosure uses or disclosures of any information comprising any Intellectual Property Rights has occurredsuch trade secrets or know-how. All present and former employees, consultants and independent contractors of each of Persons (i) who have contributed to the Company and its Subsidiaries that have been involved in the creation or development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizations.material

Intellectual Property. The Company (a) Section 4.12(a) of the Disclosure Schedules sets forth an accurate and its Subsidiaries exclusively own complete list of (free and clear of all liens, encumbrances and defectsi) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Assets including all Intellectual Property Rights Registrations owned by a Seller, and (including issued patents and applications for patentii) owned or all Intellectual Property licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)a Seller, and in each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound case used by or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect relating to the use, ownership Business and in each case the Seller which is the owner or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or licensee thereof. Except as set forth in Schedule 3.1(p)(iii), none Section 4.12(a) of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened againstDisclosure Schedules, the Company Sellers own and its Subsidiaries regarding Intellectual Property Rights, including any challenging have independently developed or acquired and are the validity, enforceability, ownership, enforcement, patentability or registrability sole and exclusive owner of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to or, with respect to the licenses, as of the Closing shall have a valid license to use, all Intellectual Property Rights created by such Person necessary to conduct the Business as currently conducted (including any component of, and Intellectual Property embedded in or sold with the course products made available in connection with the Business, including all works-in-progress and in development (the “Products")) and the Intellectual Property Assets are sufficient for the conduct of his, her or its employment or other engagement by the Company or any of its SubsidiariesBusiness as conducted. Except as set forth on Schedule 3.1(p)(iv)in Section 4.12(a) of the Disclosure Schedules, no United States federal the operation of the Business as conducted, including the use of the Intellectual Property Assets, does not infringe, misappropriate or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by constitute the Company and its Subsidiaries or been involved with or otherwise sponsored any development unauthorized use of any Intellectual Property Rights owned of any Person under applicable Laws and to Sellers’ Knowledge there is no basis for or purported any indication of any kind from any Person relating to be owned by a claim that the operation of the Business as conducted is infringing or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “has infringed any Intellectual Property Rights” means all intellectual property and proprietary rightsof any Person. No Person is infringing, including all (i) trademarksviolating, trade names, service marks, service names, domain namesmisusing or misappropriating any Intellectual Property Assets, and other designation except as set forth in Section 4.12(a) of originthe Disclosure Schedules, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsno such claims have been made against any Person by the Sellers.

Intellectual Property. (a) The Company presently owns all right, title, and its Subsidiaries exclusively own (free interest in, to and clear of all liensunder, encumbrances and defects) or possess has a valid license or other lawful right to use use, all Intellectual Property Rights necessaryProperty, in each case, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of in the registrations or applications for registration of Business (collectively, with the In-Licensed Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(ias defined below), the Disclosed IP (as defined below) and each item of the Related IP (as defined below), such Intellectual Property Rights and Technology is valid referred to as the “Company Intellectual Property”); provided, however, the License Agreement between Aortic Innovations LLC and enforceable. Each the Company dated as of December 17, 2019 in effect prior to the Closing (the “Old License Agreement”) shall terminate, and the New License Agreement shall become effective, upon the consummation of the licenses (in-bound or out-bound) of transactions contemplated in this Agreement. The Company Intellectual Property Rights or other contracts (including settlement agreements) with respect to comprises all of the use, ownership or enforcement of Intellectual Property Rights necessary to which any of conduct the Business as currently conducted and as the Company and its Subsidiaries is a party is listed during the two-year period ending on Schedule 3.1(p)(ii)the Effective Time proposed to conduct the Business, in each such contract is valid and enforceablecase, without violating or infringing the Intellectual Property of any other Person. The Company presently owns all right, title, and none of the Company or its Subsidiaries andinterest in, to the knowledge of the Company and its Subsidiaries, none of the counterparties under all Intellectual Property it purports to any such contract, is in default or breach thereunder or thereofown. Except as set forth in Section 5.9(a)(i) of the Company Disclosure Schedule 3.1(p)(iiiand except for licenses granted by the Company pursuant to the Contracts listed in Section 5.9(i)(i) of the Company Disclosure Schedule, the Company owns exclusively all of the Company Intellectual Property, including all of the Company Registered Intellectual Property Rights (as defined below), none all of the Intellectual Property Rights set forth in, under and to the products and solutions described or referred to in the Company’s February 2020 Confidential Information Presentation (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminatedthe “Disclosed IP”), has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date and all of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding any way related to Company products (including the AMDS), the Company Registered Intellectual Property Rights or the Disclosed IP, in the U.S. Patent and Trademark Officeeach case, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years developed for, by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None on behalf of the Company or its Subsidiaries are aware Affiliates or for, by or on behalf of any facts or circumstances which might give rise to any of Related Party (as defined below) (the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries“Related IP”). Except as set forth on Schedule 3.1(p)(iv)in Section 5.9(a)(ii) of the Company Disclosure Schedule, no United States federal the Company has not entered into any Contract or state agency transaction (or taken or committed to take any other action that has a similar effect) with any Related Party or granted to any such Person any license of, any rights, title or interest in, or any right or permission to use, any Company Intellectual Property. The consummation of the Acquisition and the other government transactions contemplated by this Agreement and the Related Documents will not affect, diminish or governmental agencyterminate the ownership of the Company Intellectual Property, university, research institute or other similar organization has sponsored any research and each item of Company Intellectual Property will continue to be owned by the Company and its Subsidiaries or been involved with or otherwise sponsored any development each item of any Company Intellectual Property Rights owned or purported disclosed in Section 5.9(i) of the Company Disclosure Schedule licensed by the Company prior to the Effective Time, will continue to be owned by or exclusively licensed on identical terms and conditions immediately following the consummation of the Acquisition, in each case, as in effect immediately prior to such consummation; provided, however, the Company or its Subsidiaries. For purposes Old License Agreement shall terminate, and the New License Agreement shall become effective, upon the consummation of the transactions contemplated in this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizations.

Intellectual Property. (a) The Company Seller owns or otherwise has a right to use, free and its Subsidiaries exclusively own (clear of any obligations to pay royalties, all material Intellectual Property necessary for the conduct of the Business as currently conducted, free and clear of all liensLiens other than (i) Permitted Liens and (ii) Liens created under the Credit and Guaranty Agreement, encumbrances and defects) which shall be released on or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed prior to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights Closing Time. All material Registered IP (as defined below) is valid and enforceable. Each enforceable and free and clear of any Lien other than (i) Permitted Liens and (ii) Liens created under the licenses (in-bound Credit and Guaranty Agreement, which shall be released on or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect prior to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereofClosing Time. Except as set forth in Schedule 3.1(p)(iii), none Section 3.10 of the Seller Disclosure Schedule, each item of Intellectual Property Rights set forth (included in the Purchased Assets will be owned or required available for use by the Buyer on identical terms and conditions immediately subsequent to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this AgreementClosing. The Seller does not own any material common law Intellectual Property necessary for the conduct of the business Business as currently conducted (other than those common law rights in any Registered IP) and, except as set forth in Section 3.10 of the Company and its Subsidiaries does not infringeSeller Disclosure Schedule, misappropriate or otherwise violate or conflict with the there is no Intellectual Property Rights owned by third parties that is material to or necessary for the conduct of othersthe Business as currently conducted. Except as would not have a Material Adverse Effect, and in the past six (6i) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There there is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by not pending against or, to the knowledge of Seller’s Knowledge, threatened in writing against the Company and its SubsidiariesSeller, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging claim by any third party contesting the validity, enforceability, ownershipuse or ownership of any material Intellectual Property owned by the Seller, enforcement, patentability or registrability of alleging that the Seller is infringing on or misappropriating any Intellectual Property Rights. To of a third party with respect to the knowledge operation of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewithBusiness, (ii) original works there are no claims pending or, to PVH’s Knowledge, threatened in writing that have been brought by the Seller against any third party alleging infringement of authorship and copyrightsany material Intellectual Property, (iii) patents the Seller has not received any written notice that any of the Intellectual Property currently used by the Seller infringes upon or otherwise violates the rights of others and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secretsthere are no claims pending or, know-how and other confidential informationto the Knowledge of PVH, (v) softwarethreatened in writing contesting the right of the Seller to make, including datause, databases and documentation therefordistribute, and (vi) inventionsimport, licensesexport, approvals and governmental authorizationssell or promote any of the products or services currently sold or offered exclusively in connection with the Business.

Intellectual Property. The Company (a) Schedule 4.12(a) sets forth an accurate and its Subsidiaries exclusively own (free and clear complete list of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all material United States Intellectual Property Rights necessaryRights, used indicating for each material Trademark and material patent (i) whether such Trademark or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) patent is owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)by DMFC, and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries anda Subsidiary thereof, and including the jurisdictions in which each such Trademark or patent has been issued or registered or in which any application for issuance or registration has been made (including the official number or other identifier of such issuance, registration or application therefor), (ii) whether such Trademark or patent is owned by or licensed or sub-licensed from a third party and (iii) whether such Trademark or patent is licensed by DMFC, the Company or any Subsidiary thereof or, to the knowledge of the Company and its SubsidiariesDMFC's Knowledge, none of the counterparties sub-licensed to any such contract, is in default or breach thereunder or thereofthird party. Except as set forth in Schedule 3.1(p)(iii4.12(a), none all Trademarks which are listed in Schedule 4.12(a) have been duly registered with, filed in or issued by or an application is pending in the United States Patent and Trademark Office or proper non-U.S. Government office for such registrations, and such registrations have been properly maintained and renewed in accordance with all Legal Requirements and are currently valid and in full force and effect except, in each case, where failure to so register, apply, maintain, renew or be valid would not have a Material Adverse Effect. Each member of the Del Monte Group has taken all reasonable and appropriate steps to protect the material United States Intellectual Property Rights set forth (or required and to be set forth) on Schedule 3.1(p)(i) has expired or terminatedpreserve in all material respects the confidentiality of all trade secrets, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company proprietary know-how and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and proprietary information included in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any such material United States Intellectual Property Rights. To the knowledge DMFC's Knowledge, all use by and disclosure of trade secrets and other proprietary and confidential information that comprises any material part of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any material United States Intellectual Property Rights to any other person has occurred. All present been pursuant to the terms of a written agreement with such person, and former employees, consultants and independent contractors all use by the Del Monte Group of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how secrets and other proprietary and confidential information that is owned by another person has been pursuant to the terms of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company a written agreement with such person or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiariesis otherwise lawful. Except as set forth on in Schedule 3.1(p)(iv)4.12(a) or as would not have a Material Adverse Effect, no member of the Del Monte Group has been notified in writing of any adverse claims or demands of any Person pertaining to, or challenges to the scope or viability of, any of the material United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned listed in Schedule 4.12(a). There does not exist (i) any unexpired patent which covers (x) any part of the Operations, (y) any product of the Operations or purported to be (z) any apparatus, method or process or design used or held in the Operations, unless such patent is owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizations.to

Intellectual Property. All patents, patent applications, copyrights, trade names, trademarks and trademark applications which are owned by or licensed to Seller or in which Seller has an interest that is directly related to the Base Technology (collectively and, together with the know how, trade secrets and proprietary information included in the Base Technology, the "Intellectual Property") are listed on Exhibit 9(f). All of Seller’s patents and registered trademarks that are directly related to the Base Technology have been duly registered in, filed in or issued by the applicable patent office of each country identified in Exhibit 9(f), and have been properly maintained and renewed in accordance with all applicable laws and regulations of each such country. The Company use of the Intellectual Property contemplated by this Agreement does not require the consent of any other Person except to the extent that any such consent has already been provided by contract or license or except as noted in Exhibit 1(c). Except as noted in Exhibit 1(c), all of Seller’s rights to and its Subsidiaries interest in the Intellectual Property are freely transferable (except as otherwise provided by law) and are owned exclusively own (by Seller free and clear of all liensany Security Interests. Except for those items identified in Exhibit 1(c), encumbrances and defects) no other Person has an interest in or possess a valid right or license to use, or other lawful right to acquire or the right to license any other Person to use all Intellectual Property Rights necessary, used (whether contingent or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(iotherwise), and each item any Intellectual Property; no claims or demands of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or any other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceablePerson pertaining thereto have been asserted against Seller in writing, and none of the Company no proceedings have been instituted or its Subsidiaries andare pending or, to the knowledge of Seller, threatened, which challenge Seller’s rights in respect thereof; to the Company and its Subsidiaries, none knowledge of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii)Seller, none of the Intellectual Property Rights set forth (of Seller is being infringed by another Person, nor are any of them subject to any outstanding order, decree, ruling, charge, injunction, judgment or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, stipulation; and no claim has been abandoned or canceledmade, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of Seller, is threatened, charging Seller with infringement of any adversely held patent, trademark, trade secret or copyright or other intellectual property. Seller has and is transferring to Buyer valid licenses for all third party software and technology included in the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property RightsAcquired Assets. All personnel, including any challenging the validityemployees, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employeesagents, consultants and independent contractors of each of the Company and its Subsidiaries that contractors, who have been involved contributed to or participated in the conception and development of any part of Seller’s Intellectual Property Rights used rights on behalf of Seller have executed confidentiality, non-disclosure and intellectual property ownership agreements, representative copies of which have, or will be, furnished to Buyer. No current or former partner, director, officer, employee, consultant, independent contractor or affiliate of Seller (or any predecessor in interest) will, after giving effect to the transactions contemplated herein, own or retain any rights in or to any Intellectual Property. No security measures have been implemented in the business software of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person Seller included in the course of hisAcquired Assets which would impair operation thereof, her except such measures as have been disclosed to Buyer. The Base Technology does not contain any device or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv)feature designed to disrupt, no United States federal or state agency or any other government or governmental agencydisable, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development impair the functioning of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) such software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizations.

Intellectual Property. The Company (a) Section 4.08(a) of the Disclosure Schedules set forth an accurate and its Subsidiaries exclusively own complete list of (free and clear of i) all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Domain Names included in the Intellectual Property Rights necessaryAssets of which Seller is the registrant or beneficial owner specifying for each its registrant (and, used or held for use to conduct its business as presently conducted if anonymized, the beneficial owner) and as presently proposed to be conducted. Each of renewal date, and whether it is active (collectively, the registrations or “Business Registered Domain Names”); (ii) all registered Marks, pending applications for registration of Marks included in the Intellectual Property Rights Assets (including issued patents collectively, the “Business Registered Marks”); (iii) all Patents included in the Intellectual Property Assets (collectively, the “Business Patents”); and (iv) all registered and material unregistered Copyrights (including, without limitation, software programs and proprietary databases) and all pending applications for patent) owned or licensed to registration of Copyrights included in the Company Intellectual Property Assets (collectively, the “Business Registered Copyrights” and, together with the Business Registered Domain Names, the Business Registered Marks and its Subsidiaries is listed on Schedule 3.1(p)(ithe Business Patents, the “Business Registered IP”), and indicating as to each item of such Intellectual Property Rights in (ii)-(iv) as applicable: (i) the current owner; (ii) the jurisdictions in which the item is valid and enforceable. Each issued or registered or in which any application for issuance or registration has been filed, (iii) the respective issuance, registration, or application number of the licenses item, and (in-bound iv) the dates of application, issuance or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any registration of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereofitem. Except as set forth in Schedule 3.1(p)(iii), none and to the extent disclosed on Section 4.08(a) of the Intellectual Property Rights set forth (Disclosure Schedules, Seller has timely paid all filing, extension, examination, issuance, post registration and maintenance fees, annuities and the like associated with or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise respect to any of the foregoing infringementsBusiness Registered IP, misappropriations and all documents, assignments, recordations and certificates necessary to be filed by Seller to maintain the effectiveness of the Business Registered IP and to secure and record title to Business Registered IP have been filed with the relevant patent, copyright, trademark or other conflictsauthorities in the United States or other foreign jurisdictions, or claimsas the case may be, actions or proceedings. Each so that no item required to be listed on Section 4.08(a) of the Company and its Subsidiaries Disclosure Schedules has taken reasonable measures to protect the secrecylapsed, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have expired or been involved abandoned or canceled other than in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the ordinary course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsbusiness.

Intellectual Property. The (a) Schedule 4.13(a)(i) of the Company Disclosure Schedules sets forth all U.S. and its Subsidiaries exclusively own foreign issued Patents, material unregistered Trademarks, Trademark registrations, Copyright registrations and applications therefor that are owned by a Target Company (such registered Intellectual Property, “Company Registered IP”), specifying as to each item, as applicable: (A) the nature of the item, including the title, (B) the owner of the item, (C) the jurisdictions in which the item is issued or registered or in which an application for issuance or registration has been filed and (D) the issuance, registration or application numbers and dates. Schedule 4.13(a)(ii) of the Company Disclosure Schedules sets forth all licenses and sublicenses to Intellectual Property (other than “shrink wrap,” “click wrap,” and “off the shelf” Software and data agreements and other agreements for Software or data commercially, freely or otherwise available to the public generally), under which a Target Company (x) is a licensee or otherwise is authorized to use or practice any material Intellectual Property (“Inbound IP License”) or (y) is a licensor or has authorized a third party to use or practice any material Intellectual Property (other than license and sublicenses granted in the ordinary course of business) (each, an “Outbound IP License”). Schedule 4.13(a)(iii) of the Company Disclosure Schedules sets forth material software products marketed by the Target Companies which embody certain of the Target Companies’ unregistered Copyrights. Each Target Company owns, free and clear of all liens, encumbrances Liens (other than Permitted Liens and defectsOutbound IP Licenses) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge Knowledge of the Company, has valid and enforceable rights in, and has the right to use, sell, license, transfer or assign, all Company Registered IP identified in Schedule 4.13(a)(i) of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except Disclosure Schedules as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created owned by such Person in the course of his, her or its employment or other engagement by the Company or any of its SubsidiariesTarget Company. Except as set forth on Schedule 3.1(p)(iv)4.13(a)(iv) of the Company Disclosure Schedules, no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research all Company Registered IP identified in Schedule 4.13(a)(i) of the Company Disclosure Schedules as owned by such Target Company is owned exclusively by the applicable Target Company and its Subsidiaries without obligation to pay royalties or been involved licensing fees to any third party with or otherwise sponsored any development of any Intellectual Property Rights owned or purported respect to be owned by or exclusively licensed to the such Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsRegistered IP.

Intellectual Property. The Company Each of the Credit Parties and its Subsidiaries exclusively own (free and clear of all liensowns, encumbrances and defects) or possess a valid license or other lawful has the legal right to use use, all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed currently conducted, except to the extent that the failure thereof in the aggregate could not reasonably be conductedexpected to have a Material Adverse Effect. Each Set forth on Schedule 3.16 is a list of all Intellectual Property owned by each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company Credit Parties and its Subsidiaries is listed or that each of the Credit Parties or any of its Subsidiaries has the right to use. Except as disclosed on Schedule 3.1(p)(i)3.16 hereto, (a) and except for the licensed Intellectual Property as disclosed on Schedule 3.16, the specified Credit Party has the right to use the material Intellectual Property disclosed on Schedule 3.16 hereto in perpetuity and without payment of royalties, (b) all registrations with and applications to Governmental Authorities in respect of the material Intellectual Property owned by the Credit Parties, and each item to the knowledge of such the Credit Parties, the material licensed Intellectual Property Rights is Property, are valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect in full force and effect and are not subject to the usepayment of any taxes or maintenance fees to maintain their validity or effectiveness, ownership and (c) there are no restrictions on the direct or enforcement indirect transfer of any material Intellectual Property Rights to which Property, or any interest therein, held by any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each Credit Parties in respect of any such contract is valid and enforceable, and material Intellectual Property which has not been obtained. To the knowledge of the Credit Parties: (i) none of the Company Credit Parties is in default (or its with the giving of notice or lapse of time or both, would be in default) under any license to use such material Intellectual Property; (ii) no claim has been asserted and is pending by any Person challenging or questioning the use of any such material Intellectual Property or the validity or effectiveness of any such material Intellectual Property, nor do the Credit Parties or any of their Subsidiaries know of any such claim which could reasonably be expected to have a Material Adverse Effect; and, to the knowledge of the Company and its Credit Parties or any of their Subsidiaries, none the use of such material Intellectual Property by any of the counterparties to Credit Parties or any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringeinfringe on the rights of any Person, misappropriate in each case which could reasonably be expected to have a Material Adverse Effect. The Credit Parties have recorded or otherwise violate deposited with and paid to the United States Copyright Office, the Register of Copyrights, the Copyrights Royalty Tribunal or conflict with other Governmental Authority, all notices, statements of account, royalty fees and other documents and instruments required to be recorded or deposited by any of the Credit Parties under the terms and conditions of any Contractual Obligation of the Credit Parties applicable to the Intellectual Property Rights and/or under Title 17 of othersthe United States Code and the rules and regulations issued thereunder (collectively, the “Copyright Act”), and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise not liable to any of Person for copyright infringement under the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency Copyright Act or any other government law, rule, regulation, contract or governmental agency, university, research institute or other similar organization has sponsored any research license as a result of their business operations. Schedule 3.16 may be updated from time to time by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Borrower to include new Intellectual Property Rights owned or purported to be owned by or exclusively licensed giving written notice thereof to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsAdministrative Agent.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none All of the Intellectual Property Rights set included in the Acquired Assets shall be the “Acquired Intellectual Property.” Schedule 3.06 sets forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date a complete and accurate list of this Agreement. The conduct of the business of the Company all registered and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the material unregistered Acquired Intellectual Property Rights of others, and in the past six (6) years, no claim, action owned or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement licensed by the Company Sellers or any of its the Purchased Subsidiaries. Except as set forth on Schedule 3.1(p)(iv)3.06: (a) to Sellers’ Knowledge, no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Acquired Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of originProperty, together with the Intellectual Property set forth in Section 1.02(l), constitutes all goodwill associated therewithof the material Intellectual Property necessary for the continued operation of the Businesses as they are presently conducted, (iib) original works Sellers or the Purchased Subsidiaries own or have the right to use, pursuant to license, sublicense, or agreement, all of authorship the Acquired Intellectual Property, free and copyrightsclear of all Liens (other than Permitted Liens and Liens that will be terminated at or prior to the Closing); (c) Sellers have not received any written claims within the past twenty-four (24) months stating that Sellers’ operation of the Businesses has infringed, misappropriated, diluted or otherwise violated the Intellectual Property rights of any other Person; (iiid) patents to Sellers’ Knowledge, Sellers’ operation of the Businesses is not currently infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any other Person; (e) to Sellers’ Knowledge, no action is pending or threatened against the Seller which challenges the validity or use of, or the ownership by, the Sellers or the Purchased Subsidiaries of, the Acquired Intellectual Property; (f) to Sellers’ Knowledge, there is no infringement, misappropriation or such other conflict by any other Person of the Acquired Intellectual Property; and patent applications, together with (g) Sellers have taken all divisionals, continuations, continuations-in-part, reissues commercially reasonable actions to maintain and reexaminations thereofprotect the Acquired Intellectual Property, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsAcquired Intellectual Property.

Intellectual Property. The Company Intellectual Property defined in Section 1.1(d) includes all Trademarks, Copyrights, Patents, trade secrets, source code, plug-ins, content, data and its Subsidiaries exclusively own other intellectual property, proprietary rights used in the Business and comprises all Intellectual Property necessary to conduct the Business as it currently is being conducted and sell the Product as it is currently being sold, in each case consistent with past practice. Section 4.1(l) of the Disclosure Schedule sets forth (free a) all registrations and clear applications related thereto that have been submitted to any Governmental Authority with respect to the Intellectual Property, and (b) each and every license, sublicense, consent-to-use agreement and other agreement concerning the Intellectual Property to which Seller and/or an Affiliate is a party (“IP Licenses”). Except as disclosed on Section 4.1(l) of all liensthe Disclosure Schedule, encumbrances (a) Seller is the sole owner of and defects) or possess a valid license or other lawful has the sole right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights Property; (including issued patents and applications for patentb) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none all of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminatedis valid, enforceable and unexpired, is free of Encumbrances, has not been abandoned or canceledabandoned, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate infringe or otherwise violate impair the intellectual property or conflict with other proprietary rights of any third party and to Seller’s Knowledge, is not being infringed or impaired by any third party; (c) no Governmental Order has been rendered or, to Seller’s Knowledge, is threatened by any Governmental Entity which would limit, cancel or question the Intellectual Property Rights validity of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, Seller’s or any corresponding non-U.S. authority, Affiliate’s right to own or before use any other governmental authorityIntellectual Property; (d) has been made or brought alleging the foregoing. There no Action is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by pending or, to the knowledge Knowledge of Seller, threatened that seeks to limit, cancel or question the Company validity of Seller’s, or an Affiliate’s right to own or use any Intellectual Property; (e) Seller has taken all necessary steps to protect, maintain and its Subsidiariessafeguard the Intellectual Property, being threatened against, the Company and its Subsidiaries regarding has made all filings and executed all agreements necessary in connection therewith and has maintained such Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiariesin good standing; (f) to Seller’s Knowledge, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflictsan IP License is, or claimsis alleged to be, actions in breach or proceedings. Each of the Company default thereunder; (g) Seller has obtained all written agreements and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present documents from Seller’s current and former employees, consultants and independent contractors of each necessary to perfect and evidence Seller’s ownership of the Company Intellectual Property; and its Subsidiaries that have been involved in (h) with regard to any IP Licenses, the development transactions contemplated by this Agreement do not require the consent of any Intellectual Property Rights used in the business of the Company third party and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or will not cause any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported payments to be owned by or exclusively licensed due to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsany third party thereunder.

Intellectual Property. The Company All U.S. and its Subsidiaries exclusively own foreign intellectual property owned by or licensed to Sellers, including without limitation, all license agreements relating to patents and/or inventions, and all patents and patent applications, all copyrights, trademarks (free whether registered or unregistered) and clear trade names owned by or licensed to Sellers which are of all liens, encumbrances and defects) any value or possess a valid license importance to their business or other lawful right which they are authorized to use all Intellectual Property Rights necessary, used in the production or held for use to conduct its business as presently conducted and as presently marketing of any products now produced or proposed to be conducted. Each of produced by Sellers (collectively, the registrations or applications for registration of "Intellectual Property Rights (including issued patents Property") are listed in Schedule 2.18, and applications for patent) owned or licensed to the Company extent indicated therein have been duly registered in, filed in or issued by the United States and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights foreign Patent Offices or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereofappropriate governmental office. Except as set forth in Schedule 3.1(p)(iii2.18, except for any residual rights retained by the owners of any third party-owned Intellectual Property licensed to Sellers (all of which are described on Schedule 2.18), none Sellers are the sole persons entitled to use the Intellectual Property, free and clear of any claims or demands of any other person. Except as noted above, Sellers do not use any of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date by consent of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made rightful owner thereof and there are no attachments, liens or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiariesencumbrances thereon. Except as set forth on Schedule 3.1(p)(iv)2.18, no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarksSellers do not pay any licensing fee, trade names, service marks, service names, domain namesroyalty or other payment to any other person or entity with respect to any of the Intellectual Property or the use thereof, and other designation of origin, together with all goodwill associated therewith, (ii) original works Sellers' right to use and transfer any and all of authorship the Intellectual Property is perpetual and copyrightsunrestricted. Except as set forth on Schedule 2.18, (iii) patents there are no claims or demands of any other person, firm or corporation pertaining to any of the Intellectual Property and patent applicationsno actions or proceedings which have been instituted or are pending or, together to the best of Sellers' knowledge, threatened, which challenge the validity of, or the rights of Sellers with all divisionalsrespect thereto, continuationsand, continuations-in-partto the best of Sellers' knowledge, reissues and reexaminations thereofno Intellectual Property infringes or is being infringed by others or is subject to any outstanding order, including all rights to file applications for patentdecree, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsjudgment or stipulation.

Intellectual Property. The Company Schedule 4.8 sets forth: (i) all U.S. and its Subsidiaries foreign registrations of Intellectual Property (and applications therefor) owned or licensed by Seller or otherwise used or held for use by Seller in which Seller is the owner, applicant, licensee or assignee (“Registered IP”); (ii) all material unregistered Intellectual Property owned or purported to be owned by Seller; and (iii) all licenses, sublicenses and other agreements or permissions (“IP Licenses”) (other than shrink wrap licenses or other similar licenses for commercial off-the-shelf software with an annual license fee of Five Thousand U.S. Dollars ($5,000) or less (which are not required to be listed, but are “IP Licenses” as that term is used herein)), under which Seller is a licensee or otherwise is authorized to use any Intellectual Property. All Registered IP is valid and in force and owned exclusively own (by Seller without obligation to pay royalties, licensing fees or other fees, or otherwise account to any other Person with respect to such Registered IP. Seller owns, free and clear of all liens, encumbrances and defects) or possess a valid license royalties or other lawful Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use use, sell, license, transfer or assign, all Intellectual Property Rights necessarycurrently used, used licensed or held for use to conduct its business as presently conducted by Seller, and as presently proposed to be conducted. Each previously used or licensed by Seller (except for the Intellectual Property that is the subject of the registrations or applications for registration of Intellectual Property Rights IP Licenses) (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i“Seller IP”), and each item there are no agreements which restrict or limit the use of such Intellectual Property Rights is valid and enforceableSeller IP by Seller (or Buyer as its assignee). Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract Seller IP is valid and enforceable, and none to the Knowledge of Seller, Seller IP does not violate any Trade Secret agreement and does not infringe on any Intellectual Property or proprietary rights of any Person in any country. Seller has not licensed or sublicensed out any of its owned or licensed Intellectual Property. Seller has a valid and enforceable license to use all Intellectual Property that is the subject of the Company or its Subsidiaries andIP Licenses. Seller has performed all obligations imposed on it in the IP Licenses, has made all payments required to date, and is not, nor, to the knowledge Knowledge of the Company and its Subsidiaries, none of the counterparties to any such contractSeller, is any other party thereto, in breach or default thereunder, nor has any event occurred that with notice or breach thereunder lapse of time or thereofboth would constitute a default thereunder. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required All commercially reasonable and desirable action to be set forth) on Schedule 3.1(p)(i) has expired or terminated, maintain and protect Seller IP has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of otherstaken by Seller, and in all maintenance fees, Taxes, annuities and renewal fees have been paid and all other necessary actions to maintain Seller IP have been taken through the past six (6) yearsClosing. Seller has not interfered with, no claim, action infringed upon or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of misappropriated any Intellectual Property Rightsrights of third parties in connection with the ownership of the Purchased Assets or the operation of the Business, and Seller has not received any notice of claim that any of Seller IP has expired, is not valid or enforceable in any country or that it or the operation of the Business infringes upon, conflicts with or misappropriates any Intellectual Property of any third party, and no such claims or controversies currently exist. Seller has not given any notice of infringement to any third party with respect to any Seller IP nor become aware of facts or circumstances evidencing the infringement by any third party of any Seller IP. To the knowledge Knowledge of the Company and its SubsidiariesSeller, (i) there has been no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware misappropriation of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations Trade Secrets or other conflictsconfidential Seller IP by any current or former employee, independent contractor, consultant or agent of Seller, or claimsby any other Person, actions (ii) no current or proceedings. Each former employee, independent contractor, consultant or agent of the Company and its Subsidiaries Seller has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure misappropriated any Trade Secrets of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment performance as an employee, independent contractor, consultant or other engagement by the Company or any agent of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrightsSeller, (iii) patents no current or former employee, independent contractor, consultant or agent of Seller is in default or breach of any term of any employment agreement, non-disclosure agreement, non-compete obligation, assignment of invention agreement or similar agreement or contract with Seller relating in any way to the protection, ownership, development, use or transfer of Seller IP and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secretseach employee, know-how consultant and independent contractor of Seller has assigned to Seller all Intellectual Property arising from the services performed for Seller by such Person. Seller is not a party to any Contract that requires Seller to assign to any Person any of its rights in any Intellectual Property developed by Seller under such Contract. No Person has obtained unauthorized access to third party information and data in Seller’s possession, nor has there been any other confidential informationcompromise of the security, (v) softwareconfidentiality or integrity of such information or data. No computer and information technology hardware or equipment, including dataany servers, databases computers, monitors, computer accessories, tablets and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsmobile phones is currently being used by Seller in connection with the Business.

Intellectual Property. The Company (a) Schedule 4.14 lists all patents and its Subsidiaries exclusively own pending applications therefor, registered trademarks and pending applications therefor and registered copyrights and pending applications therefor owned by such Grantor; (free and clear of b) all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Material Intellectual Property Rights necessaryCollateral is valid, used or held for use to conduct its business subsisting, unexpired and enforceable and has not been abandoned; (c) except as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed described on Schedule 3.1(p)(i)4.14, and each item such Grantor is the exclusive owner of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to, or has the right to use, all such Material Intellectual Property Rights created by such Person Collateral; (d) consummation and performance of this Agreement will not result in the course invalidity, unenforceability or impairment of hisany such Material Intellectual Property Collateral, her or its employment in default or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development termination of any Intellectual Property Rights owned License necessary for the use and operation of a material portion of the Pledged Collateral or purported to be owned by Material Real Property; (e) except as described on Schedule 4.14, there are no outstanding holdings, decisions, consents, settlements, decrees, orders, injunctions, rulings or exclusively licensed to judgments that would limit, cancel or question the Company validity or its Subsidiaries. For purposes enforceability of this Agreement, “any such Material Intellectual Property Rights” means all Collateral or such Grantor’s rights therein or use thereof; (f) to such Grantor’s knowledge, except as described on Schedule 4.14, the operation of such Grantor’s business and such Grantor’s use of Material Intellectual Property Collateral in connection therewith, does not infringe or misappropriate the intellectual property and proprietary rightsrights of any other Person; (g) except as described in Schedule 4.14, including all no action or proceeding is pending or, to such Grantor’s knowledge, threatened (i) trademarksseeking to limit, trade names, service marks, service names, domain names, and other designation cancel or question the validity of origin, together with all goodwill associated therewithany Material Intellectual Property Collateral or such Grantor’s ownership interest or rights therein, (ii) original works which, if adversely determined, could have a Material Adverse Effect on the value of authorship and copyrights, any such Material Intellectual Property Collateral or (iii) patents alleging that any such Material Intellectual Property Collateral, or such Grantor’s use thereof in the operation of its business, infringes or misappropriates the intellectual property rights of any Person and patent applications(h) to such Grantor’s knowledge, together with all divisionalsthere has been no Material Adverse Effect on such Grantor’s rights in its material Trade Secrets as a result of any unauthorized use, continuations, continuations-in-part, reissues and reexaminations thereofdisclosure or appropriation by or to any Person, including all rights to file applications for patentsuch Grantor’s current and former employees, (iv) trade secrets, know-how contractors and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsagents.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defectsa) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each Section 4.16(a)(I) of the registrations or applications for registration Disclosure Schedule contains a true and complete list of Intellectual Property Rights each (including i) fictitious business name, trade name, registered and unregistered trademark, service xxxx and related application ("Marks"), (ii) patent application and issued patents and applications for patent) owned or licensed patent material to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringeany Retained Subsidiary, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of otherstaken as a whole, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, manner conducted immediately prior to the knowledge of the Company and its SubsidiariesClosing Date (collectively, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv"Patents"), no United States federal or state agency or any other government or governmental agency(iii) issued and pending copyright registration in published and material unpublished works of authorship including Software works ("Copyrights"), university(iv) Internet domain name registration and related application (collectively "Domain Registrations"), research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be in each case, owned by or exclusively licensed to the Company or its Subsidiariesany Retained Subsidiary. For purposes Except as otherwise described in Section 4.16(a) of this Agreementthe Disclosure Schedule, “(A) the Company and the Retained Subsidiaries are the sole owners of, or have exclusive, legally enforceable rights to use without consideration, all Intellectual Property Rights” means (excluding the Marks set forth on Section 4.16(a)(II) of the Disclosure Schedule) owned by the Company or any Retained Subsidiary, free and clear of all intellectual property Encumbrances (other than Permitted Encumbrances); (B) neither the Company nor any Retained Subsidiary has granted or licensed to any Person (other than the Company or any Retained Subsidiary) any rights with respect to any Intellectual Property; (C) no other Person has any rights in or to any of the Intellectual Property owned by the Company or any Retained Subsidiary; (D) the rights of the Company and proprietary rights, including all its Retained Subsidiaries in and to any of such Intellectual Property (iexcluding the Marks set forth on Section 4.16(a)(II) trademarks, trade names, service marks, service names, domain names, of the Disclosure Schedule) owned by or licensed to the Company and its Retained Subsidiaries will not be limited or otherwise affected in any material respect by reason of any of the transactions contemplated by this Agreement or any of the other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, Transaction Documents; and (viE) inventions, licenses, approvals the Intellectual Property includes all such proprietary rights necessary for the conduct of the respective businesses of the Company and governmental authorizationsthe Retained Subsidiaries after the Closing in the same manner as such businesses were conducted before the Closing.

Intellectual Property. The Company (a) All patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof; registered trademarks and applications therefor; and registered copyrights and applications therefor owned or controlled by Xxxxxxx or its Subsidiaries exclusively own (collectively, "Xxxxxxx Registered Intellectual Property"), together with any other type of rights in Intellectual Property that are owned or controlled by Xxxxxxx or any of its Subsidiaries and that (x) relates to any Xxxxxxx product or (y) is otherwise material to the research, development, manufacturing or commercialization of any Xxxxxxx product, are collectively referred to herein as "Xxxxxxx Intellectual Property Rights". Section 4.19 of the Xxxxxxx Disclosure Letter lists all Xxxxxxx Registered Intellectual Property. All Xxxxxxx Intellectual Property Rights are either (i) owned by, or subject to a valid license or a valid obligation of assignment to, Xxxxxxx or its Subsidiaries free and clear of all mortgages, liens, encumbrances and defects) or possess a valid license security interests, leases, pledges, encumbrances, equities, claims, charges, options, written restrictions, rights of first refusal, title retention agreements or other lawful right exceptions to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of title which affect the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Xxxxxxx Intellectual Property Rights or other contracts (including settlement agreements) with respect to restrict the use, ownership use by Xxxxxxx or enforcement any of its Subsidiaries of the Xxxxxxx Intellectual Property Rights in any material way ("Xxxxxxx IP Liens"), or (ii) controlled by Xxxxxxx or its Subsidiaries free and clear (to which any the Knowledge of the Company Xxxxxxx) of all Xxxxxxx IP Liens. Xxxxxxx and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid are the sole legal and enforceable, and none beneficial owners of all the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Xxxxxxx Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoingRights. There is are no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by actions pending or, to the knowledge Knowledge of Xxxxxxx, threatened with regard to the ownership or control by Xxxxxxx or any of its Subsidiaries of any of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Xxxxxxx Intellectual Property Rights. To the knowledge Knowledge of the Company Xxxxxxx and its Subsidiaries, the Xxxxxxx Intellectual Property Rights have not been, and are not being, infringed. To the Knowledge of Xxxxxxx and its Subsidiaries , the Xxxxxxx Intellectual Property rights are valid and enforceable. To the Knowledge of Xxxxxxx and its Subsidiaries, there are no third party is infringing, misappropriating facts or otherwise conflicting with its circumstances that could impair the validity or enforceability of any of the Xxxxxxx Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and Neither Xxxxxxx nor its Subsidiaries has taken reasonable measures to protect received any communications challenging the secrecy, confidentiality and value validity or enforceability of all the Xxxxxxx Intellectual Property Rights or their ownership of its Xxxxxxx Intellectual Property Rights, as applicable, and. There are no pending or, to its knowledge, no unauthorized disclosure the Knowledge of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company Xxxxxxx or its Subsidiaries, as applicablethreatened claims that Xxxxxxx or any of its Subsidiaries has infringed or is infringing (including with respect to the manufacture, all rightuse, title and interest in and sale or importation by Xxxxxxx or any of its Subsidiaries of any commercial products or to all Intellectual Property Rights created by such Person in the course operations of his, her or its employment or other engagement by the Company Xxxxxxx or any of its Subsidiaries) any Intellectual Property of any Person. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by To the Company Knowledge of Xxxxxxx and its Subsidiaries or been involved with or otherwise sponsored any development , there are no patent rights of any third Party that are known to be dominating, interfering, or potentially dominating or interfering and that could be asserted by a Person to exclude or prevent Xxxxxxx or its Subsidiaries or licensees from manufacturing or commercializing their products. Neither Xxxxxxx nor its Subsidiaries knows of any valid grounds for any bona fide claim that the conduct of Quinton's or its Subsidiaries business will infringe or misappropriate any of the Intellectual Property Rights owned or purported to be rights owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and any other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsPerson.

Intellectual Property. (a) The Company and each of its Subsidiaries exclusively own subsidiaries (free and clear of all liens, encumbrances and defectsother than the Joint Venture) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened againstCompany’s knowledge, the Company and its Subsidiaries regarding Intellectual Property RightsJoint Venture, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree own or possess adequate rights to protect the use all: patents (together with any reissues, continuations, continuations-in-part, divisions, renewals, extensions, counterparts and reexaminations thereof), patent applications (including provisional applications), discoveries and inventions; trademarks, service marks, trade names, logos, Internet domain names and other indicia of origin and all registrations and applications therefor; rights in published and unpublished works of authorship, whether copyrightable or not (including software, website content and related documentation), and copyrights and all registrations and applications therefor; licenses; trade secrets, know-how and other confidential or proprietary information, including systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and inventions and any other information meeting the definition of a trade secret under the Uniform Trade Secrets Act or similar laws (“Trade Secrets”) and other technology and intellectual property rights, including the right to sue for past, present and future infringement, misappropriation or dilution of any of the same (collectively, “Intellectual Property”), owned or used by the Company and or its Subsidiaries, subsidiaries or necessary for the conduct of their respective businesses as applicable, currently conducted and (B) assign own or possess adequate rights to one of use, or has the Company ability to obtain on commercially reasonable terms that would not, individually or its Subsidiariesin the aggregate, as applicablereasonably be expected to have a Material Adverse Effect, all right, title and interest in and sufficient legal rights to all Intellectual Property Rights created by such Person in necessary for the course conduct of histheir respective businesses as currently proposed to be conducted ((A) and (B) collectively, her the “Company Intellectual Property”). The Company or its employment or subsidiaries (other engagement by than the Joint Venture) and, to the Company’s knowledge, the Joint Venture, exclusively own all Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights subsidiaries that is material to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationstheir respective businesses as currently conducted or currently proposed to be conducted.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) or possess a valid license or other lawful right Corporation agrees to use all Intellectual Property Rights necessaryits best efforts to execute, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each cause the applicable Subsidiary of the registrations Corporation to execute, within 45 days after the date of the Initial Closing, agreements with each of its Key Employees containing confidentiality provisions consistent with industry standards and by which such employees shall agree that any works created while employees of the Corporation or applications for registration the applicable Subsidiary of Intellectual Property Rights (including issued patents the Corporation and applications for patent) owned or licensed in furtherance of their responsibilities to the Company Corporation and/or the applicable Subsidiary(ies) shall be deemed "works made for hire" for the Corporation or the applicable Subsidiary of the Corporation, as applicable, in which the Corporation or the applicable Subsidiary owns or will own all right, title and interest. To the extent any such work is not a "work made for hire", the Corporation agrees to execute, or cause the applicable Subsidiary of the Corporation to execute, not later than 45 days after the date of the Initial Closing, agreements with each of its Subsidiaries is listed on Schedule 3.1(p)(i)Key Employees whereby such employees will irrevocably transfer and assign to the Corporation or the applicable Subsidiary all rights in and to such works, including but not limited to all rights of invention, patent, trade secret, copyright, know-how, process or technology, and each item all renewals thereof, and whereby such employees will agree to execute and deliver to the Corporation and/or the applicable Subsidiary(ies) of the Corporation any further assignments of such Intellectual Property Rights is valid rights as the Corporation and/or the applicable Subsidiary(ies) may deem necessary or convenient. The Corporation agrees to adopt, and enforceable. Each cause each Subsidiary of the licenses (in-bound or out-bound) Corporation to adopt, within 45 days of Intellectual Property Rights or other contracts (including settlement agreements) the date of the Initial Closing, and thereafter enforce, a policy requiring each employee, consultant and contractor to execute proprietary information, confidentiality and assignment agreements substantially in the Corporation's standard forms with respect to the use, ownership or enforcement of Intellectual Property Rights to which any protection of the Company rights of the Corporation and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rightsintellectual property, including any challenging the validitywithout limitation, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the material trade secrets, know-how and or other confidential or proprietary information (including, without limitation, source code) of the Company Corporation and its Subsidiaries, as applicable, and (B) assign any Subsidiary or provided by any other person to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company Corporation or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationssubsidiaries.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defectsa) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each Section 2.15(a)(i) of the registrations or applications for registration of Intellectual Property Rights Vitaxel Disclosure Letter contains a list of: (including issued patents and applications for patenti) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all registered Intellectual Property Rights created and Intellectual Property that is the subject of a pending application for registration in each case that is, owned by such Person in the course of his, her or its employment or other engagement by the Company Vitaxel or any of its Subsidiariesthe Vitaxel Subsidiaries and is material to the business of Vitaxel or any Vitaxel Subsidiary as currently conducted (“Vitaxel Intellectual Property”); and (ii) all material Intellectual Property that is licensed to Vitaxel or any of the Vitaxel Subsidiaries and is material to the business of Vitaxel or any Vitaxel Subsidiaries (“Vitaxel Licensed Intellectual Property”). Each of Vitaxel and the Vitaxel Subsidiaries (x) has all right, title and interest in and to Vitaxel Intellectual Property owned by it, free and clear of all Encumbrances, other than rights and interest licensed to any other Person and Permitted Encumbrances, and (y) has valid rights to use the Vitaxel Licensed Intellectual Property. Except as set forth on Schedule 3.1(p)(iv)in Section 2.15(a)(ii) of the Vitaxel Disclosure Letter, neither Vitaxel nor any of the Vitaxel Subsidiaries has received any written notice alleging that it has infringed, diluted or misappropriated, or, by conducting its business as currently conducted, has infringed, diluted or misappropriated, the Intellectual Property rights of any Person and, except as set forth in Section 2.15(a)(iii) of the Vitaxel Disclosure Letter, to the knowledge of Vitaxel, there is no United States federal valid basis for any such allegation. Except as set forth in Section 2.15(a)(iv) of the Vitaxel Disclosure Letter, neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated hereby will materially impair or state agency materially alter Vitaxel’s or any other government or governmental agency, university, research institute or other similar organization has sponsored Vitaxel Subsidiary’s rights to any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Vitaxel Intellectual Property Rights owned or purported Vitaxel Licensed Intellectual Property. All of Vitaxel Intellectual Property and the license rights to be the Vitaxel Licensed Intellectual Property are valid, enforceable and subsisting and, as of the date hereof, there is no material Action that is pending or, to Vitaxel’s knowledge, threatened that challenges the rights of Vitaxel or any of the Vitaxel Subsidiaries to any Vitaxel Intellectual Property or Vitaxel Licensed Intellectual Property or the validity, enforceability or effectiveness thereof. Vitaxel Intellectual Property and the Vitaxel Licensed Intellectual Property constitute all material Intellectual Property owned by or exclusively licensed to Vitaxel or the Company Vitaxel Subsidiaries and used in or its Subsidiariesnecessary for the operation by Vitaxel and the Vitaxel Subsidiaries of their respective businesses as currently conducted. For purposes Neither Vitaxel nor any of this Agreement, “the Vitaxel Subsidiaries is in breach or default (or would with the giving of notice or lapse of time or both be in such breach or default) under any license to use any of the Vitaxel Licensed Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsProperty.

Intellectual Property. The Company (a) Schedule 5.5(a) annexed hereto is a complete and its Subsidiaries exclusively own (free and clear accurate list of all liensthe patents, encumbrances patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and defectscopyrights (the “Intellectual Property”) registered by SDS, or possess a valid license or other lawful right with respect to use all Intellectual Property Rights necessarywhich SDS has any rights, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of it specifies, where applicable, the registrations or applications for registration jurisdictions in which each such item of Intellectual Property Rights (including has been issued patents or registered or in which an application for such issuance and applications for patent) owned or licensed registration has been filed. Prior to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)date hereof, and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of has been provided with the Company respective registration or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereofapplication numbers. Except Other than as set forth in Schedule 3.1(p)(iii5.5(a), all of the Intellectual Property is valid and subsisting, all necessary registration, maintenance and renewal fees currently due in connection with such Intellectual Property have been made and all necessary documents, recordations and certificates in connection with such Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in Israel and or in foreign jurisdictions, as the case may be, for the purposes of maintaining such Intellectual Property. Other than as set forth in Schedule 5.5(a), there is no claim or action by any person pertaining to, or proceeding pending or threatened, which challenges the right of SDS with respect to any of the Intellectual Property. Other than as set forth on Schedule 5.5(a), SDS owns and has good and exclusive title to, or has license (sufficient for the conduct of its business as currently conducted and as proposed to be conducted) to, each item of the Intellectual Property free and clear of any Encumbrances (excluding licenses and related restrictions). Other than as set forth in Schedule 5.5(a), none of the Intellectual Property Rights set forth (is subject to any law, rule or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct regulation of the business of Israeli government, the Company and its Subsidiaries does not infringe, misappropriate United States government or otherwise violate or conflict with the Intellectual Property Rights of othersany agency thereof, and there is no outstanding order of any governmental authority of competent jurisdiction in Israel or in the past six (6) yearsUnited States, no claim, action restricting the use or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge licensing of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its SubsidiariesProperty. For the purposes of this Agreement, the term “Intellectual Property RightsEncumbrances” means shall mean all intellectual property and proprietary rightsliens, including all (i) trademarkspledges, trade nameshypothecations, service markscharges, service namesadverse claims, domain namesoptions, and preferential arrangements or restrictions of any kind, including, without limitation, any restriction of the use, voting, transfer, receipt of income or other designation exercise of origin, together with all goodwill associated therewith, (ii) original works any attributes of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsownership.

Intellectual Property. The Company Schedule 1.23 includes a true, complete and its Subsidiaries exclusively own (free and clear current list of all lienspatents, encumbrances inventions, know-how that has been acquired for value, trade names, registered and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessaryunregistered trademarks, used or held for use to conduct its business as presently conducted registered and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents unregistered service marks and applications for patent) registered and unregistered copyrights owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i)used by any International Subsidiary, and each item of such all pending applications therefor and all licenses and other agreements relating thereto, other than immaterial items (collectively, the "International Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(iiProperty"), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii)1.23, none of an International Subsidiary owns the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all entire right, title and interest in and to all the International Intellectual Property Rights created (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the International Intellectual Property has been duly registered or filed with or issued by the appropriate authorities in the countries indicated in Schedule 1.23 and, to Parent's and International's knowledge, such registrations, filings and issuances remain in full force and effect. To Parent's and International's knowledge, there are no infringements or misappropriations of any proprietary rights or International Intellectual Property owned by or licensed by or to any International Subsidiary. The trademarks, service marks and trade names of the International Subsidiaries are enforceable by such Person in entities and all patents comprising the course of his, her or its employment or other engagement International Intellectual Property are valid and enforceable by the Company or any of its International Subsidiaries. Except as set forth on Schedule 3.1(p)(iv)1.23, no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by consent of third parties will be required for the Company and its Subsidiaries or been involved with or otherwise sponsored any development use of any International Intellectual Property Rights owned as a consequence of the consummation of the transactions contemplated hereby. Except as set forth on Schedule 1.23, (i) no claims are currently being asserted by any Person to the use of any of the International Intellectual Property or purported challenging or questioning the validity or effectiveness of any such license or agreement, and the use of the International Intellectual Property by any International Subsidiary does not infringe on the rights of any Person and no suits or proceedings are pending or threatened against with respect to the foregoing; and (ii) no claims are currently being asserted, and, to Parent's and International's knowledge, no conditions exist upon which such claims could be based, that any International Subsidiary is in default or is not in full compliance with all licenses and other agreements under which it is using any item of the International Intellectual Property. To Parent's and International's knowledge there are no infringements of any proprietary rights owned by or exclusively licensed by or to any International Subsidiary. The trademarks, service marks and trade names of the Company or its International Subsidiaries are enforceable by such entities and the patents of such entities are valid and enforceable by the International Subsidiaries. For purposes of this Agreement, “The International Intellectual Property Rights” means constitutes all of the intellectual property necessary for the operation of the International Subsidiaries' respective businesses as presently conducted and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together provides the International Subsidiaries with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all requisite rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsconduct their respective businesses as presently conducted.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all copyrights, patents, patent disclosures and inventions (i) trademarkswhether patentable or not), trade names, trademarks service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the good will associated there with, derivative works and all other rights (vcollectively, “Intellectual Property Rights”) softwarethat are part of the Software that are otherwise owned by VEEED (MARQUE DE WEAREABLE) shall always remain the exclusive property of VEEED (MARQUE DE WEAREABLE) (or of its suppliers or licensors, if and when applicable). Nothing in this Agreement grants you (or any Organisation) a license to VEEED (MARQUE DE WEAREABLE)."’s" Intellectual Property Rights. You agree that this is Agreement conveys a limited license to use VEEED (MARQUE DE WEAREABLE)."’s" Intellectual Property Rights, solely as part of the Software (and not independently of it), and only for the effective Term of the license granted to you hereunder. Accordingly, your use of any of VEEED (MARQUE DE WEAREABLE)."’s" Intellectual Property Rights independently of the Software or outside the scope of this Agreement shall be considered an infringement of VEEED (MARQUE DE WEAREABLE)."’s" Intellectual Property Rights. This shall not limit, however, any claim VEEED (MARQUE DE WEAREABLE) may have for a breach of contract in the event you breach a term or condition of this Agreement. You shall use the highest standard of care to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorised access. Except as expressly granted in this Agreement, VEEED (MARQUE DE WEAREABLE) reserves and shall retain all rights, title, and interest in the Software, including dataall copyrights and copyrightable subject matter, databases trademarks and documentation therefortrademark able subject matter, patents and patentable subject matter, trade secrets, and other intellectual property rights, registered, unregistered, granted, applied-for, or both now in existence or that may be created, relating to the thereto. You (or the Organisation, if and as applicable) shall retain ownership of all Intellectual Property Rights in and to the work products that you create through or with the assistance of the Software. Your Suggestions Any feedback, comments, ideas, improvements or suggestions (collectively, "Suggestions") provided by you to VEEED (MARQUE DE WEAREABLE) with respect to the Application shall remain the sole and exclusive property of VEEED (MARQUE DE WEAREABLE). VEEED (MARQUE DE WEAREABLE) shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you. Modifications to Application VEEED (MARQUE DE WEAREABLE) reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you. Updates to Application VEEED (MARQUE DE WEAREABLE) may from time to time provide enhancements or improvements to the features/ functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates"). Updates may modify or delete certain features and/or functionalities of the Application. You agree that VEEED (MARQUE DE WEAREABLE) has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to you. You further agree that all Updates will be (i) deemed to constitute an integral part of the Application, and (viii) inventions, licenses, approvals subject to the terms and governmental authorizationsconditions of this Agreement.

Intellectual Property. The Company Grantor further represents and its Subsidiaries exclusively own warrants to the Secured Party: (free and clear of all liens, encumbrances and defectsa) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations date hereof, no Grantor has an interest in, or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned title to, any Patent, Patent License, Trademark, Trademark License, Copyright, Copyright License or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except internet domain name except as set forth in Schedule 3.1(p)(iii)7.2 hereto, none of the (b) all Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) of Grantor is subsisting and has expired or terminated, has not been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three in whole or in part, and Grantor has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Intellectual Property in full force and effect, (3c) calendar months from to the date best of this Agreement. The Grantor’s knowledge, no third party is infringing upon any Intellectual Property owned or used by such Grantor, or any of its respective licensees, (d) Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale, transfer or agreement of any Intellectual Property that has not been terminated or released, (e) the conduct of the Grantor’s business of the Company and its Subsidiaries does not infringeinfringe upon any trademark, misappropriate patent, copyright, trade secret or otherwise violate similar intellectual property right owned or conflict controlled by a third party; no claim has been made that the use of any Intellectual Property owned or used by Grantor (or any of its respective licensees) violates the asserted rights of any third party, and (f) this Agreement is effective to create a valid and continuing first-priority Lien on and, upon filing of (i) a Copyright Security Agreement with the Intellectual Property Rights of othersUnited States Copyright Office, (ii) a Patent Security Agreement and in a Trademark Security Agreement with the past six (6) years, no claim, action or proceeding (including in the U.S. United States Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents appropriate financing statements in the Grantor’s state of organization, perfected Liens in favor of Secured Party, on Grantors’ Patents, Patent Licenses, Trademarks, Trademark Licenses, Copyrights, Copyright Licenses and patent applications, together with internet domain names and such perfected Liens are enforceable as such as against any and all divisionals, continuations, continuations-in-part, reissues creditors of and reexaminations thereof, including purchasers from Grantor and all rights actions necessary to file applications for patent, (iv) trade secrets, know-how protect and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsperfect Secured Party’s Lien on Grantor’s Intellectual Property have been duly taken.

Intellectual Property. The Company Schedule 4.19 sets forth an accurate and its Subsidiaries exclusively own (free complete list and clear summary description of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessaryand contains an indication of any renewals, used taxes or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each fees due in respect thereof within ninety (90) days of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereofClosing Date. Except as set forth in Schedule 3.1(p)(iii)4.19, with respect to the Intellectual Property, (i) the applicable Selling Entity is the sole and exclusive owner and has the sole and exclusive right to use the Intellectual Property and no other person has any interest in any Intellectual Property; (ii) no action, suit, proceeding or investigation has been instituted and is pending, unresolved or, to Selling Entity's knowledge, threatened; (iii) none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired products or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct methods of the business of the Company and its Subsidiaries does not infringeBusiness interferes with, misappropriate infringes upon, conflicts with or otherwise violate or conflict with violates the Intellectual Property Rights rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by others or, to the knowledge of the Company Selling Entities, is being interfered with or infringed upon by others, and its Subsidiariesnone is subject to any outstanding order, being threatened againstdecree or judgment except for such infringements, the Company conflicts or violations as could not result in any material expense or liability and its Subsidiaries regarding Intellectual Property Rightswhich can be readily cured by Buyer without any material expense or liability; (iv) there are no royalty, including any challenging the validitycommission or similar arrangements, enforceabilityand no licenses, ownershipsublicenses or agreements, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise pertaining to any of the foregoing infringements, misappropriations Intellectual Property or other conflicts, products or claims, actions or proceedings. Each methods of the Company and its Subsidiaries has taken reasonable measures Business; (v) the Selling Entities have not agreed to protect indemnify any person for or against any infringement of or by the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure or the Purchased Assets; (vi) all registrable items of any information comprising any Intellectual Property Rights has occurred. All present currently being used are properly registered under applicable law; and former employees(vii) the Intellectual Property constitutes all such assets, consultants properties and independent contractors of each rights which are used in or necessary for the conduct of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business operations of the Company Business and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, each Facility as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiariescurrently conducted. Except as set forth on Schedule 3.1(p)(iv)4.19, no United States federal or state agency or all rights of the applicable Selling Entity in and to the Intellectual Property are transferable to Buyer as contemplated herein without any other government or governmental agency, university, research institute consent or other similar organization approval. Buyer has sponsored any research by been provided with accurate and complete copies or written descriptions of all studies, opinions and searches of which the Company and its Subsidiaries or been involved with or otherwise sponsored any development of Selling Entities have knowledge relating to any Intellectual Property Rights owned or purported to be owned any infringement of or by or exclusively licensed to the Company or its Subsidiaries. For purposes any Intellectual Property, all of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationswhich are listed on Schedule 4.19.

Intellectual Property. The Company (i) For the purpose of enabling Lender to exercise rights and its Subsidiaries exclusively own remedies under Section 4.05 (free which are effective upon the occurrence of and clear during the continuation of all liensan Event of Default), encumbrances each Obligor hereby grants to Lender, to the extent grantable, upon the occurrence of and defects) or possess a valid solely during the continuation of an Event of Default, an irrevocable, non-exclusive license (exercisable without payment of royalty or other lawful right compensation to such Obligor) to use all and exploit the Intellectual Property Rights necessary, used or held for use to conduct in any manner as is necessary in connection with Xxxxxx’s exercise of its business as presently conducted rights and as presently proposed to be conducted. Each remedies under this Agreement and the Note Issuance Agreement in connection with an Event of the registrations or applications for registration of Intellectual Property Rights Default (including issued patents and applications for patent) owned the licensing or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item sublicensing of such Intellectual Property Rights is valid and enforceable. Each if so permitted) now owned or hereafter acquired by such Obligor forming part of the licenses Collateral, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, that, in the case of Trademarks, the foregoing license is subject to sufficient rights of quality control and inspection in favor of such Obligor with respect to use of the Trademarks in order to avoid the risk of invalidation of such Trademarks. Such license shall terminate in the event the applicable Event of Default is cured. (in-bound ii) Notwithstanding anything contained herein to the contrary, but subject to the provisions of the Note Issuance Agreement that limit the rights of the Obligors to dispose of their property, so long as no Event of Default shall have occurred and be continuing, the Obligors will be permitted to exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or out-bound) of Intellectual Property Rights or take other contracts (including settlement agreements) actions with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of in the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct ordinary course of the business of the Company Obligors. In furtherance of the foregoing, so long as no Default or Event of Default shall have occurred and be continuing, Lender shall from time to time, upon the reasonable request of the respective Obligor (through Company), execute and deliver any instruments, certificates or other documents, in the form so reasonably requested, that such Obligor (through Company) shall have determined are appropriate in its Subsidiaries does reasonable business judgment to allow it to take any action permitted above. The exercise of rights and remedies under Section 4.05 by Lender shall not infringe, misappropriate terminate the rights of the holders of any licenses or otherwise violate or conflict sublicenses theretofore granted by the Obligors in accordance with the first sentence of this clause (ii). (iii) With respect to Intellectual Property Rights of othersthat is owned by an Obligor, and in each Obligor shall have the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by orduty, to the knowledge extent determined by such Obligor in its reasonable business judgment to be necessary or in its best interests in the operation of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, andsuch Obligor’s business, to its knowledgeuse commercially reasonable efforts, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secretspromptly sue for infringement, know-how and other confidential information of the Company and its Subsidiariesmisappropriation, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in dilution and to recover any and all Intellectual Property Rights created by damages for such Person in the course of hisinfringement, her misappropriation, or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizations.dilution,

Intellectual Property. The Company SCHEDULE 4.15 sets forth an accurate and its Subsidiaries exclusively own (free complete list and clear summary description of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessaryand contains an indication of any renewals, used taxes or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each fees due in respect thereof within ninety (90) days of the registrations or applications for registration of Intellectual Property Rights (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereofClosing Date. Except as set forth in Schedule 3.1(p)(iii)SCHEDULE 4.15, with respect to the Intellectual Property, (i) the applicable Selling Entity is the sole and exclusive owner and has the sole and exclusive right to use the Intellectual Property and no other person has any interest in any Intellectual Property; (ii) no action, suit, proceeding or investigation has been instituted and is pending, unresolved or, to Selling Entity's knowledge, threatened; (iii) none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired products or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct methods of the business of the Company and its Subsidiaries does not infringeBusiness interferes with, misappropriate infringes upon, conflicts with or otherwise violate or conflict with violates the Intellectual Property Rights rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by others or, to the knowledge of the Company Selling Entities, is being interfered with or infringed upon by others, and its Subsidiariesnone is subject to any outstanding order, being threatened againstdecree or judgment except for such infringements, the Company conflicts or violations as could not result in any material expense or liability and its Subsidiaries regarding Intellectual Property Rightswhich can be readily cured by Buyer without any material expense or liability; (iv) there are no royalty, including any challenging the validitycommission or similar arrangements, enforceabilityand no licenses, ownershipsublicenses or agreements, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise pertaining to any of the foregoing infringements, misappropriations Intellectual Property or other conflicts, products or claims, actions or proceedings. Each methods of the Company and its Subsidiaries has taken reasonable measures Business; (v) the Selling Entities have not agreed to protect indemnify any person for or against any infringement of or by the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure or the Purchased Assets; (vi) all registrable items of any information comprising any Intellectual Property Rights has occurred. All present currently being used are properly registered under applicable law; and former employees(vii) the Intellectual Property constitutes all such assets, consultants properties and independent contractors of each rights which are used in or necessary for the conduct of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business operations of the Company Business and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, Facility as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiariescurrently conducted. Except as set forth on Schedule 3.1(p)(iv)SCHEDULE 4.15, no United States federal or state agency or all rights of the applicable Selling Entity in and to the Intellectual Property are transferable to Buyer as contemplated herein without any other government or governmental agency, university, research institute consent or other similar organization approval. Buyer has sponsored any research by been provided with accurate and complete copies or written descriptions of all studies, opinions and searches of which the Company and its Subsidiaries or been involved with or otherwise sponsored any development of Selling Entities have knowledge relating to any Intellectual Property Rights owned or purported to be owned any infringement of or by or exclusively licensed to the Company or its Subsidiaries. For purposes any Intellectual Property, all of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationswhich are listed on SCHEDULE 4.15.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defectsa) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each Section 3.10(a) of the Disclosure Schedules contains a true and complete list of all: (i) Patents included in the Company Owned Intellectual Property; (ii) Trademark registrations or and applications for registration of included in the Company Owned Intellectual Property Rights Property; (including issued patents iii) Copyright registrations and applications for patentregistration included in the Company Owned Intellectual Property, indicating for each of clauses (i) owned through (iii) the applicable jurisdiction, application number (and registration or issuance number, if appliable) and date filed (and date registered or issued, if applicable); (iv) Domain Names included in the Company Owned Intellectual Property, indicating for each the domain name registrar, domain name registrant, and the creation and current expiration dates of the domain name registration (the items scheduled in Section 3.10(a)(i) through (iv) of the Disclosure Schedules collectively, the “Company Registered Intellectual Property”); (v) unregistered Trademarks included in the Company Owned Intellectual Property that are material to the Company’s and its Subsidiaries’ businesses as currently conducted; (vi) all invention disclosure documents and unfiled Patent applications included in the Company Owned Intellectual Property; (vii) all unregistered Copyrights included in the Company Owned Intellectual Property that are material to the Company’s and its Subsidiaries’ businesses as currently conducted; (viii) all Software included in the Company Owned Intellectual Property; and (ix) all Licensed Intellectual Property exclusively licensed to the Company and or any of its Subsidiaries is listed on Schedule 3.1(p)(i(such Licensed Intellectual Property, the “Exclusively Licensed IP”), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none Section 3.10(a) of the Disclosure Schedules, all Company Registered Intellectual Property Rights set forth is enforceable (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date other than that which consists of this Agreement. The conduct of the business of the Company and its Subsidiaries does applications that have not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give yet given rise to any of the foregoing infringementsenforceable rights), misappropriations or other conflictsvalid, or claimsand subsisting, actions or proceedings. Each of the in each case, in those jurisdictions in which such Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Registered Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of registered or applied for by the Company or its Subsidiaries, as applicableand, to the Company’s Knowledge, all rightother Company Owned Intellectual Property, title and interest in all Exclusively Licensed IP, is enforceable, valid, and to all Intellectual Property Rights created by such Person in the course of hissubsisting. All required fees, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv)payments, no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed filings related to the Company or its Subsidiaries. For purposes of this Agreement, “Registered Intellectual Property Rights” means all intellectual property have been timely paid to and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain namesfiled with the relevant Governmental Authorities and authorized registrars, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship Company Registered Intellectual Property is otherwise in good standing and copyrights, (iii) patents in full force and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationseffect.

Intellectual Property. The Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations Borrower, Dex East, RHDI, SuperMedia, the Service Company and each other Shared Collateral Loan Party (other than the Ultimate Parent) and their respective Subsidiaries (other than (A) SuperMedia UK Ltd. and (B) the License Subsidiaries) shall deliver to each other, following the Closing Date, current or applications for registration of Intellectual Property Rights contingent (including issued patents and applications for patente.g., through an escrow arrangement reasonably satisfactory to the Administrative Agent) possession of, or access to, (i) all Escrow Materials that are created or become owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rightslicensed, as applicable, andby Borrower, to its knowledgeDex East, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employeesRHDI, consultants and independent contractors of each of SuperMedia, the Service Company and its or another Shared Collateral Loan Party (other than the Ultimate Parent) or their respective Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (other than (A) agree SuperMedia UK Ltd. and (B) the License Subsidiaries) after the Closing Date and (ii) all material updates on an ongoing basis to protect the trade secrets, know-how and other confidential information items described in subsection (i) or Escrow Materials in existence as of the Company and its SubsidiariesClosing Date (in each case, which such material updates shall be deemed “Escrow Materials” hereunder), in each case within a reasonable period of time following such Escrow Materials becoming owned, licensed or updated, as applicable, by Borrower, Dex East, RHDI, SuperMedia, the Service Company or another Shared Collateral Loan Party (other than the Ultimate Parent) or their respective Subsidiaries (other than (A) SuperMedia UK Ltd. and (B) assign to one of the Company or its License Subsidiaries), as applicable. Notwithstanding anything to the contrary contained in this Section 5.14, all rightneither Borrower, title and interest in and Dex East, RHDI, SuperMedia, the Service Company nor any other Shared Collateral Loan Party nor any of their respective Subsidiaries shall be deemed to all Intellectual Property Rights created have failed to satisfy this Section 5.14 for any inadvertent failure to deliver or place into escrow any Escrow Materials because such party was unaware of the existence of any such item, provided that (x) delivery or escrow of any such unprovided item is made within a reasonable period of time after identification or discovery of such item by such Person in the course party and (y) none of hissuch other parties are materially damaged or prejudiced, her or its employment or other engagement by the Company or and do not lose any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary material rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights due to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationssuch failure.

Intellectual Property. The Company (a) Except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or except where the failure to do so is a result of a transaction or transactions permitted by this Agreement, each of the Loan Parties (i) is the sole and its Subsidiaries exclusively own exclusive owner of the entire right, title, and interest in and to all of the Intellectual Property listed on Schedule II.B of the Perfection Certificate (including Exhibits B-1, B-2 and B-3 thereto) (as such Schedule and such Exhibits may be amended or supplemented from time to time after the Closing Date pursuant to a Counterpart Agreement or pursuant to Section 5.01(j)(ii), 5.13 or otherwise), and possesses all rights to xxx at law or in equity for any infringement, misappropriation or other impairment thereof, including the right to receive all royalties, license fees, proceeds and damages therefrom, free and clear of all liensLiens, encumbrances claims and defectslicenses, except for Permitted Liens and (ii) or possess a owns or, pursuant to written agreement, has the valid license or other lawful right to use and, where such Loan Party does so, sublicense others to use, all other Intellectual Property Rights necessary, used in or held for use necessary to conduct its business as presently conducted and as presently proposed to be conducted(including granting of outbound licenses of such rights). Each of the registrations or applications for registration of All Material Intellectual Property Rights (including issued patents of each Loan Party is subsisting and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights to which any of the Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(ii), each such contract is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has not been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from in whole or in part, nor, in the date case of this Agreement. The conduct Patents, is any of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights the subject of othersa reexamination proceeding, and each Loan Party has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks of such Loan Party constituting Material Intellectual Property in the past six (6) yearsfull force and effect. No holding, no claimdecision, ruling, or judgment has been rendered in any action or proceeding (including in before any court or administrative authority challenging the U.S. Patent and Trademark Officevalidity, enforceability, or scope of, or any corresponding non-U.S. authorityLoan Party’s right to register, own or before use, any other governmental authority) has been made or brought alleging the foregoing. There is Material 122 NY\5627635.16 Intellectual Property of such Loan Party, and no claim, such action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by is pending or, to the knowledge of any Authorized Officer of any Borrower, threatened, nor does any Loan Party know of any valid basis for any such action, except as would not reasonably be expected to have a Material Adverse Effect. Except where the Company failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) all registrations, issuances and its Subsidiariesapplications for Copyrights, being threatened againstPatents and Trademarks of each Loan Party are standing in the name of such Loan Party (or the CKI Trust), the Company and its Subsidiaries regarding (ii) all exclusive Copyright Licenses constituting Material Intellectual Property Rightsin respect of registered Copyrights, including if any, have been properly recorded in the United States Copyright Office or, where appropriate, any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rightsforeign counterpart. To the knowledge of any Authorized Officer of any Borrower, the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its use of Material Intellectual Property Rights. None of by such Loan Party does not infringe or misappropriate the Company or its Subsidiaries are aware rights of any facts or circumstances which might give rise person, except as would not reasonably be expected to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsa Material Adverse Effect.

Intellectual Property. The Company and its Subsidiaries exclusively own Except as set forth on Section 3.12 of the Disclosure Schedule (free and clear a) to the Sellers’ Knowledge, the conduct of all liens, encumbrances and defects) the Business as currently conducted does not infringe upon or possess a valid license or other lawful right to use all misappropriate the Intellectual Property Rights necessaryrights of any third party, used and no claim has been asserted to the Sellers or held for use to the Companies that the conduct its business as presently conducted and as presently proposed to be conducted. Each of the registrations Business as currently conducted infringes upon or applications for registration of may infringe upon or misappropriates the Intellectual Property Rights rights of any third party; (including issued patents and applications for patent) owned or licensed to the Company and its Subsidiaries is listed on Schedule 3.1(p)(i), and each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreementsb) with respect to the use, ownership or enforcement each item of Intellectual Property Rights owned by the Companies (each, an “IP Owner”) which is material to which any the Business as currently conducted and is identified in Section 3.12 of the Disclosure Schedule (the “Company and its Subsidiaries is a party is listed on Schedule 3.1(p)(iiIntellectual Property”), each such contract the IP Owner is valid and enforceable, and none the owner of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. Except as set forth in Schedule 3.1(p)(iii), none of the Intellectual Property Rights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, has been abandoned or canceled, or adjudged invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled, or adjudged invalid or unenforceable, within three (3) calendar months from the date of this Agreement. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others, and in the past six (6) years, no claim, action or proceeding (including in the U.S. Patent and Trademark Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging the foregoing. There is no claim, action or proceeding that has been made or brought in the past six (6) years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or registrability of any Intellectual Property Rights. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all entire right, title and interest in and to all such Company Intellectual Property Rights created by and is entitled to use such Person Company Intellectual Property in the course continued operation of histhe Business; (c) with respect to each item of Intellectual Property licensed to any of the Companies (each, her or its employment or other engagement by an “IP Licensee”) that is material to the Business as currently conducted (“Licensed Intellectual Property”), and is identified in Section 3.12 of the Disclosure Schedule, the IP Licensee has the right to use such Licensed Intellectual Property in the continued operation of the Business in accordance with the terms of the license agreement governing such Licensed Intellectual Property; (d) the Company Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (e) to the Sellers’ Knowledge, no person is engaging in any activity that infringes upon the Company Intellectual Property except as identified in Section 3.09 of the Disclosure Schedule; (f) to the Sellers’ Knowledge, each license of the Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (g) Sellers are not in breach of, or default under, any license of the Licensed Intellectual Property and have not received written notice of any breach or default thereof; (h) to the Sellers’ Knowledge, no licensor of any license of the Licensed Intellectual Property is in breach thereof or default thereunder; and (i) neither the execution of this Agreement nor the consummation of any transaction shall adversely affect any of its Subsidiaries. Except as set forth on Schedule 3.1(p)(iv), no United States federal or state agency or any other government or governmental agency, university, research institute or other similar organization has sponsored any research by the Company and its Subsidiaries or been involved Companies’ rights with or otherwise sponsored any development of any Intellectual Property Rights owned or purported to be owned by or exclusively licensed respect to the Company or its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizationsor the Licensed Intellectual Property.