Common use of Intellectual Property Clause in Contracts

Intellectual Property. (a) Section 3.20(a) of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(a) The Company and its Subsidiaries own or have a valid right to use all Intellectual Property Rights as are necessary to conduct the business of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued and its Subsidiaries as currently conducted or the subject of a pending application for registration that is material planned to the conduct of the business of be conducted by the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) except where the failure to have such Intellectual Property Rights would not, individually or in the aggregate, have a Company Material Adverse Effect. To the Knowledge of the Company, neither the Company or one nor any of its SubsidiariesSubsidiaries infringes, as applicable, owns, is licensed to use misappropriates or otherwise has the right to use all violates in any material respect any Intellectual Property that is material to the conduct Rights of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens)any third party, except as has not had and where such infringement, misappropriation or violation would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. To the Knowledge of the Company, no third party infringes, misappropriates or violates any Intellectual Property Rights owned or exclusively licensed by or to the Company or any of its Subsidiaries, except where such infringement, misappropriation or violation would not, individually or in the aggregate, have a Company Material Adverse Effect. (cb) Except as set forth on Section 3.20(c3.16(b) of the Company Disclosure LetterLetter contains a list as of the date hereof of (i) all material registered United States, state and foreign trademarks, service marks, logos, trade dress and trade names and pending applications to register the foregoing; (ii) all United States and material foreign patents and patent applications; and (iii) all material registered United States and foreign copyrights and pending applications to register the same, in each case owned by the Company and its Subsidiaries. (c) (i) As of the date of this Agreement, there are no actions, suits or claims or administrative proceedings or investigations pending or, to the Knowledge of the Company, (i) threatened that challenge or question the conduct validity, enforceability or ownership of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights Rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially have taken reasonable steps consistent with industry practice to protect the confidentiality of confidential information that is owned, used or held by the Company and preserve its Subsidiaries in the conduct of the business. To the Knowledge of the Company, confidential information owned by Company or any of its Subsidiaries has not been used by or disclosed to any third party except pursuant to valid and appropriate non-disclosure or confidentiality agreements which have not been breached. Subject to Section 3.16(a) and the Company Material Adverse Effect qualification contained therein, the Company and its Subsidiaries are free to make, use, modify, copy, distribute, sell, license, import, export and otherwise exploit all Intellectual Property Rights owned by them (“Company Owned Intellectual Property. Property Rights”) on an exclusive basis except for nonexclusive: (ei) Except as use pursuant to end-user licenses granted to customers; (ii) distribution rights granted to resellers or distributors in the ordinary course of business; or (iii) nondisclosure or confidentiality agreements pursuant to which any Person has not had been granted access to Company Owned Intellectual Property Rights without any right to exploit such Company Owned Intellectual Property Rights, except where the failure to make, use, modify, copy, distribute, sell, license, import, export and otherwise exploit such Company Owned Intellectual Property Rights would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. (e) All personnel, including employees, agents, consultants and contractors, who have contributed to or participated in the conception or development, or both, of the Company Owned Intellectual Property Rights (i) have been and are a party to “work-for-hire” arrangements with Company or one of its Subsidiaries or (ii) have assigned to Company or one of its Subsidiaries all ownership of all tangible and intangible property arising in connection with the conception or development of such Company Owned Intellectual Property Rights. (f) Section 3.16(f) of the Company Disclosure Letter contains a list of (i) each item of Third Party computer software that is (A) licensed to and actively marketed by the Company or any of its Subsidiaries and (B) material to the Company and it Subsidiaries taken as a whole, and (ii) except as indicated in Section 3.16(f) of the Company Disclosure Letter, the Contracts pursuant to which the foregoing Third Party computer software is licensed to the Company or any of its Subsidiaries. The Company or one of its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect owns, as part of the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, accessCompany Owned Intellectual Property Rights, or modificationhas acquired, pursuant to a valid license, rights to all Intellectual Property Rights incorporated into the products of the Company or any of its Subsidiaries or otherwise licensed or provided to such customers, in sufficient quantities and of sufficient scope to cover all of the Company’s and its Subsidiaries’ past and current use(s) of such Intellectual Property Rights and those reasonably anticipated to be needed in the businesses of the Company or any of its Subsidiaries, except where the failure to own such Intellectual Property Rights would not, individually or in the aggregate, have a Company Material Adverse Effect.

Intellectual Property. (a) Section 3.20(a3.15(a) of the Company Disclosure Letter Schedule sets forth a list of all Owned Intellectual Property Company IP that is registered, issued or the subject of a registration or pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken with a Governmental Entity. Except as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (c) Except as set forth Effect on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct Company and its Subsidiaries collectively own all right, title and interest in all Owned Company IP and have a valid right to use all Licensed Company IP, in each case, free and clear of any Liens and (ii) there are no obligations to, covenants to or restrictions from third parties affecting the Company’s or its applicable Subsidiary’s use, enforcement, transfer or licensing of the business Owned Company IP. (b) The Owned Company IP and Licensed Company IP constitute all the Intellectual Property necessary and sufficient to conduct the businesses of the Company and its Subsidiaries, Subsidiaries as presently they are currently conducted, does . The consummation of the transactions contemplated hereby will not infringe upon alter or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against impair the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property IP in any material respect. (c) The Owned Company IP that is the subject of a registration with a Governmental Entity is subsisting, enforceable and, to the knowledge of the Company, valid. To the knowledge of the Company, the Licensed Company IP that is the subject of a registration with a Governmental Entity is valid, subsisting and enforceable. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve To the knowledge of the Company, neither the Owned Company IP, nor the operation of the businesses of the Company or its Subsidiaries, has infringed, misappropriated or otherwise violated, or is currently infringing, misappropriating or otherwise violating, any Intellectual PropertyProperty of any third party. (e) Except as has not had and No material Owned Company IP or material Licensed Company IP is being used or enforced by the Company in a manner that would not reasonably be expected to have, individually or result in the aggregateabandonment, a cancellation or unenforceability of such Intellectual Property. To the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Owned Company Material Adverse Effect, the IP. (f) The Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice steps to protect maintain the confidentiality, integrity and security confidentiality of their material trade secrets, and none of such material trade secrets have been disclosed to any third party, except pursuant to written and enforceable confidentiality obligations. (g) Section 3.15(g) of the Company Disclosure Schedule sets forth a correct and complete list of all material software, databases, systemsapplications and programs owned or purported to be owned by the Company and its Subsidiaries (the “Proprietary Software”). The Company and its Subsidiaries own all right, computer title and telecommunications equipmentinterest in and to all versions of the Proprietary Software. All Proprietary Software was developed by either (x) contractors or consultants of the Company or its Subsidiaries who have executed written agreements assigning all their rights and title in and to the Proprietary Software to the Company or its Subsidiaries or (y) employees of the Company or its Subsidiaries acting within the scope of their employment. The Company maintains the source code for all Proprietary Software in confidence and has not disclosed its source code to any third party. Except as would not reasonably be expected to have a Material Adverse Effect on the Company, information technologynone of the Proprietary Software includes any timer, networks and Internet sites and all information stored clock, counter, virus or contained therein other limiting design, routine or transmitted thereby from instructions: (i) which have destructive capabilities; (ii) which could cause the Proprietary Software (or any unauthorized portion thereof) to become erased, inoperable or otherwise incapable of being used in the manner for which it was designed; (iii) which would render any hardware or software inoperable; or (iv) which would cause data to become damaged or removed. To the extent the Company or any of its Subsidiaries use, accessor the Proprietary Software incorporates, any “open source” or “copyleft” software, or modificationthe Company or any of its Subsidiaries are a party to “open” or “public source” or similar licenses, to the knowledge of the Company, the Company and its Subsidiaries are in compliance with the terms of any such licenses, and are not required under any such license to (a) make or permit any disclosure or to make available any source code for the Proprietary Software (or any of its licensors’ proprietary software) or (b) distribute or make available any of the Proprietary Software or other Intellectual Property (or to permit any such distribution or availability). (h) Section 3.15(h) of the Company Disclosure Schedule sets forth a correct and complete list of all material trading, valuation or other algorithms owned or purported to be owned by the Company and its Subsidiaries (the “Proprietary Algorithms”). The Company and its Subsidiaries own all right, title and interest in and to all versions of the Proprietary Algorithms. All Proprietary Algorithms were developed by either (x) contractors or consultants of the Company or its Subsidiaries who have executed written agreements assigning all their rights and title in and to the Proprietary Algorithms to the Company or its Subsidiaries or (y) employees of the Company or its Subsidiaries acting within the scope of their employment.

Intellectual Property. The Company and its Subsidiaries own or possess adequate rights to use all inventions, patents, trademarks, service marks, trade names, domain names, copyrights, licenses, technology, know-how, trade secrets and other intellectual property and proprietary rights or confidential information, systems or procedures (a) Section 3.20(a) of the Company Disclosure Letter sets forth a list of including all Owned Intellectual Property that is registeredgoodwill associated with, issued or the subject of a pending application and all registrations and applications for registration that is of, the foregoing) (collectively, “Intellectual Property”) necessary for or material to the conduct of their respective businesses as currently conducted and as proposed to be conducted, and the business conduct of their respective businesses has not and does not infringe, misappropriate or otherwise violate any Intellectual Property of others. There is no pending or, to the Knowledge of the Company, threatened action, suit, proceeding or claim and neither the Company nor any of its subsidiaries has received any written communication (a) challenging the Company’s rights in or to, or alleging the violation of any of the terms of, any Intellectual Property owned by or exclusively or co-exclusively licensed to the Company or any of its Subsidiaries; (b) alleging that the Company or any of its Subsidiaries has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party; or (c) challenging the validity, scope or enforceability of any Intellectual Property owned by or exclusively or co-exclusively licensed to the Company or any of its Subsidiaries; except, in the case of each of (a) through (c) above, where the outcome of which would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. To the Knowledge of the Company, all such Intellectual Property owned by or exclusively or co-exclusively licensed to the Company or its Subsidiaries is valid and enforceable. The Company and/or its subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of Intellectual Property owned by or exclusively or co-exclusively licensed to the Company or its Subsidiaries, except where failure to do so would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all . No Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against owned by the Company or any of its Subsidiaries that was developed, in whole or in part (i) pursuant to or in connection with the conduct development of the business of the Company and its Subsidiariesany professional, as presently conductedtechnical or industry standard, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing under contract with or violating using the resources of any of the Owned Governmental Authority, academic institution or other entity that would subject such Intellectual Property in to the rights of any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to haveGovernmental Authority, individually academic institution or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, accessother entity, or modification(iii) under any grants or other funding arrangements with third parties.

Intellectual Property. (a) Section 3.20(a) 3.17 of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued registered or the subject of a pending to an application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conductedregistration. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectEffect (i) either the Company or one of its Subsidiaries owns all Owned Intellectual Property and (ii) the Owned Intellectual Property is not subject to any material outstanding Order or Contract adversely affecting the Company’s or its Subsidiaries’ use of, or their rights to, such Owned Intellectual Property. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to To the Knowledge of the Company, (i) the conduct of the business of neither the Company and nor any of its SubsidiariesSubsidiaries is infringing, as presently conducted, does not infringe upon misappropriating or misappropriate otherwise violating the Intellectual Property rights of any third party and party, (ii) there is no litigation, opposition, cancellation, proceeding, objection or claim is pending pending, asserted or asserted in writing since January 1, 2017 threatened against the Company or any of its Subsidiaries concerning the ownership, validity, registrability, enforceability, infringement or use of any Owned Intellectual Property, (iii) there are no pending or threatened Actions or claims that the conduct operation of the business of the Company and or its SubsidiariesSubsidiaries or any of its activities are infringing, as presently conductedmisappropriating, infringes upon or misappropriates any material otherwise violating the Intellectual Property rights of a any third party party, and (iiiv) no third party Person is infringing infringing, misappropriating or otherwise violating any of the Owned Intellectual Property in any material respectright of the Company or its Subsidiaries. (d) The To the Knowledge of the Company, the information technology systems of the Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect are adequate for the Company’s business as currently conducted. To the Knowledge of the Company and preserve the Owned Intellectual Property. (e) Except except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the information technology systems of the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from not suffered any unauthorized usebreaches, accessintrusions, or modificationmaterial failures within the past twelve (12) months. (e) This Section 3.17 constitutes the exclusive representations and warranties of the Company with respect to the subject matters set forth in this Section 3.17.

Intellectual Property. (a) Set forth on Section 3.20(a4.17(a) of the Company Disclosure Letter sets forth a list of Schedule are all Owned Intellectual Property that is registered(i) issued patents and pending patent applications, issued or the subject of a pending application (ii) trademark and service xxxx registrations and applications for registration thereof, (iii) copyright work registrations and applications for registration thereof, and (iv) internet domain name registrations and applications and reservations therefor, in each case that is material to the conduct of the business are owned by or on behalf of the Company or any of the Company Subsidiaries. With respect to the Company POS Systems and its Subsidiarieseach item of Intellectual Property required to be identified in Section 4.17(a) of the Company Disclosure Schedule: (i) the Company or a Company Subsidiary is the sole owner and possesses all right, taken as title, and interest in and to such systems or item, free and clear of any Lien; (ii) such systems or item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge of which the Company has received notice; (iii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand of which the Company has received notice is pending or, to the Knowledge of the Company, is threatened that challenges the legality, validity, enforceability, registrations, use, or ownership of such systems or item; and (iv) neither the Company nor any Company Subsidiary has agreed to indemnify any Person for or against any interference, infringement, misappropriation, or other conflict with respect to such systems or item, excluding any of the foregoing which would not reasonably be expected to result in a whole, as presently conductedCompany Material Adverse Effect. (b) Set forth on Section 4.17(b) of the Company Disclosure Schedule is a list of all material agreements under which the Company or any Company Subsidiary licenses from a third party material Intellectual Property that is used by the Company or such Subsidiary in the conduct of its business, except for off-the-shelf software programs that the Company and its Subsidiaries use in the ordinary course of business (such agreements being referred to as “License-In Agreements”). The Company has delivered to Parent correct and complete copies of all License-In Agreements. To the Knowledge of the Company, (i) each License-In Agreement is valid, binding, and in full force and effect; (ii) each License-In Agreement will continue to be valid, binding, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business nor any of the Company Subsidiaries is in Default of any such License-In Agreement, and its Subsidiariesno event has occurred that with notice or lapse of time would constitute a Default or permit termination, taken as a wholemodification, as presently conductedor acceleration thereunder; (iv) neither the Company nor any Company Subsidiary has repudiated any provision of any License-In Agreement; and (v) neither the Company nor any of the Company Subsidiaries has granted any sublicense or similar right with respect to any License-In Agreement in the case of each of clauses (i), free (ii), (iii) and clear of all Liens (other than Permitted Liensiv), except as has for any of the foregoing that have not had had, and would are not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on The Company and the Company Subsidiaries own or have the right to use, without payments to any other Person except pursuant to a License-In Agreement that is specified in Section 3.20(c4.17(b) of the Company Disclosure LetterSchedule, to all Intellectual Property actually used in, the Knowledge of the Company, (i) the conduct operation of the business of the Company and the Company Subsidiaries as and where the business is presently conducted. Each item of Intellectual Property (except for off-the-shelf software programs that the Company and its Subsidiaries use in the ordinary course of business) owned or used by the Company and the Company Subsidiaries immediately prior to the Closing hereunder will be owned or available for use by the Company and the Company Subsidiaries on identical terms and conditions immediately subsequent to the Closing hereunder, excluding any item of such Intellectual Property, the absence of which would not reasonably be expected to have a Company Material Adverse Effect. The Company and the Company Subsidiaries are taking or have taken all commercially reasonable actions that are required to maintain, and all commercially reasonable actions that they reasonably believe are required to protect, each item of Intellectual Property that they own or use, excluding any item of such Intellectual Property, the absence of which would not reasonably be expected to have a Company Material Adverse Effect. (d) None of (i) the Company or any of the Company Subsidiaries, as presently conducted(ii) the Intellectual Property owned by the Company or any Company Subsidiary, does and (iii) the operation of the business of the Company or any Company Subsidiary has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of third parties, and neither the Company nor any of the Company Subsidiaries has received any written charge, complaint, claim, demand, or notice during the past two (2) years, (or earlier, if not infringe upon resolved) alleging any such interference, infringement, misappropriation, or misappropriate violation (including any claim that the Company or any Company Subsidiary must license or refrain from using any Intellectual Property rights of any third party), excluding any of the foregoing that would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no third party and no claim is pending has interfered with, infringed upon, misappropriated, or asserted in writing since January 1, 2017 against otherwise come into conflict with any Intellectual Property rights of the Company or any of the Company Subsidiaries during the past two (2) years (or earlier if not resolved), excluding any such interference, infringement or misappropriation that would not reasonably be expected to have a Company Material Adverse Effect. (e) The Company and the Company Subsidiaries have used reasonable efforts to maintain the confidentiality of all non-public information of the kind described in clause (v) or (vi) of the definition of “Intellectual Property” hereunder that (i) is owned by the Company and/or any Company Subsidiary and (ii) that derives material economic value from not being generally known to other person who can obtain economic value from its disclosure or use in accordance with protection procedures believed by the Company and the Company Subsidiaries that to be adequate for protection. (f) As of the conduct Effective Time, no former or current shareholder, employee, director or officer of the Company or any Company Subsidiary will have, directly or indirectly, any interest in any Intellectual Property used in or pertaining to the business of the Company and its the Company Subsidiaries, as presently conductednor will any such Person have any rights to past or future royalty payments or license fees from the Company or any Company Subsidiary, infringes upon deriving from licenses, technology agreements or misappropriates other agreements, whether written or oral, between any material Intellectual Property rights of a third party such Person and (ii) no third party is infringing or violating the Company and/or any of the Owned Intellectual Property in any material respectCompany Subsidiary. (dg) The transactions contemplated hereunder will not violate any privacy policy or other terms of use relating to any web sites of the Company or the Company Subsidiaries. The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company Subsidiaries’ use and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security dissemination of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites any and all data and information stored or contained therein or transmitted thereby from any unauthorized concerning users of such web sites are in all material respects in compliance with their privacy policies and terms of use, access, or modificationand all applicable laws and regulations.

Intellectual Property. (a) Section 3.20(a4.26(a) of the Company Disclosure Letter Schedule sets forth forth, as of the date hereof, a true and complete list of all Owned Intellectual Property that is registeredmarks, issued or the subject of a patents and registered copyrights, including any pending application for registration that is material applications to the conduct register any of the business of the Company and its Subsidiariesforegoing, taken as a whole, as presently conducted. owned (bin whole or in part) To the Knowledge of the Company, by the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its SubsidiariesBank (collectively, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens“Company Registered IP”), except as has not had and would not reasonably be expected to have. Except as, individually or in the aggregate, has not had a Company Material Adverse Effect, (i) all Company Registered IP (other than patent applications or applications to register trademarks) is, to the knowledge of the Company, valid and enforceable and (ii) no Company Registered IP is involved in any interference, reissue, reexamination, opposition, cancellation or similar proceeding and, to the knowledge of the Company, no such action is or has been threatened with respect to any of the Company Registered IP. (b) The Company or the Company Bank owns exclusively, free and clear of any and all Liens, all Company Registered IP and all other intellectual property that is material to the business of Company or the Company Bank other than intellectual property owned by a third party that is licensed to the Company or the Company Bank pursuant to an existing license agreement and used by the Company or the Company Bank within the scope of such license. (c) Except as set forth on Section 3.20(c) Each of the Company Disclosure Letterand the Company Bank has taken all reasonable steps to protect and maintain its rights in its intellectual property and maintain the confidentiality of all information that derives economic value from not being generally known to other persons who can obtain economic value from its disclosure or use, to including safeguarding any such information that is accessible through computer systems or networks. (d) To the Knowledge knowledge of the Company, none of the activities or operations of the Company or the Company Bank (iincluding the use of any intellectual property in connection therewith) have infringed upon, misappropriated or diluted in any material respect any intellectual property of any third party and neither the conduct Company nor the Company Bank has received any notice or claim asserting or suggesting that any such infringement, misappropriation, or dilution is or may be occurring or has or may have occurred. To the Company’s knowledge, no third party is misappropriating, infringing, or diluting in any material respect any intellectual property owned by or exclusively licensed to the Company or the Company Bank that is material to any of the businesses of Company or the Company Bank. (e) To the knowledge of the Company, its IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Company in connection with its business, and no IT Assets that are material to the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company Bank or to any of its Subsidiaries that their operations, have materially malfunctioned or materially failed within the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) last three years. The Company and its Subsidiaries the Company Bank take commercially all reasonable steps consistent with industry practice actions to protect and preserve maintain the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity confidentiality and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites IT Assets (and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.information

Intellectual Property. The Company and its subsidiaries own, possess, have sufficient rights to use or can acquire on commercially reasonable terms, all trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property rights (acollectively, “Intellectual Property Rights”) Section 3.20(a) necessary or material to the conduct of the business as now conducted by them, and the expected expiration of any such Intellectual Property Rights would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The conduct of the business of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registeredand its subsidiaries has not conflicted with, issued infringed, misappropriated or the subject of a pending application for registration that is material to otherwise violated, and the conduct of the business of the Company and its Subsidiariessubsidiaries as proposed in the General Disclosure Package to be conducted by them is not reasonably expected to conflict with, taken as a wholeinfringe, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use misappropriate or otherwise has the right to use all violate, any Intellectual Property Rights of any third party except for such infringements, misappropriations or other violations that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the . The Company and its Subsidiariessubsidiaries have not received any notice of infringement of, as presently conductedor conflict with, does not infringe upon or misappropriate the asserted rights of others with respect to any Intellectual Property rights of any third party and no claim is pending Rights that, if determined adversely to the Company or asserted its subsidiaries, would reasonably be expected to have a Material Adverse Effect. Except in writing since January 1each case as disclosed in the General Disclosure Package or as would not, 2017 against if determined adversely to the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to havesubsidiaries, individually or in the aggregate, be reasonably expected to have a Company Material Adverse EffectEffect (i) there are no rights of third parties to any of the Intellectual Property Rights owned or purported to be owned by the Company or any of its subsidiaries; (ii) there is no infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by any third party of any of the Intellectual Property Rights of the Company or any of its subsidiaries; (iii) to the knowledge of the Company, all Intellectual Property Rights owned by the Company or any of its subsidiaries are valid and enforceable; (iv) none of the Intellectual Property Rights used by the Company or any of its subsidiaries in their respective businesses has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or in violation of the rights of any persons; and (v) the Company and its Subsidiaries subsidiaries have taken commercially reasonable actions consistent steps in accordance with normal industry practice to protect maintain the confidentiality, integrity and security confidentiality of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored Intellectual Property Rights the value of which to the Company or contained therein or transmitted thereby from any unauthorized use, access, or modificationof its subsidiaries is contingent on maintaining the confidentiality thereof.

Intellectual Property. (ai) Section 3.20(aSchedule 3.2(k)(i) of the Company Disclosure Letter sets forth a true, correct and complete list of all: (A) registrations and pending applications to register trademarks and service marks, material unregistered trademarks, trade names, fictitious names; (B) Internet domain name registrations; (C) issued patents and pending patent applications; and (D) copyright registrations and pending copyright applications, in each case owned by the Company or its Subsidiaries (“Listed IP”), including, to the extent applicable, the registration or application number and date for each item and the jurisdiction in which the item has been registered or applied for and the record owner of each item. Except as set forth on Schedule 3.2(k)(i), all Owned renewal and maintenance filings and fees in respect of the Listed IP that (x) were due and payable prior to the date hereof have been made or paid and (y) are due and payable after the date hereof but prior to the Closing Date will be made or paid prior to the Closing Date. To the Company’s Knowledge, all registrations for the Listed IP are subsisting and all trademark registrations and copyright registrations included in the Listed IP are valid and enforceable. Except as set forth on Schedule 3.2(k)(i), no claim against the Company or its Subsidiaries by any third party contesting the validity, enforceability or ownership of any Listed IP is currently pending or, to the Company’s Knowledge, is threatened. (ii) Except as set forth on Schedule 3.2(k)(ii), (i) the Company or its Subsidiaries owns, or has the right to use pursuant to a valid and binding written agreement, all Intellectual Property and computer software used in or necessary for the operation of its respective businesses as presently conducted (“Company Intellectual Property”), and (ii) all material Company Intellectual Property which the Company uses pursuant to a valid and binding written agreement that is registeredassignable in connection with the Transactions will, issued or the subject of a pending application for registration that is material immediately subsequent to the conduct Closing Date, continue to be used by the Company or its Subsidiaries on terms which are identical to those which the Company or its Subsidiaries, immediately prior to the Closing Date, has the right to use such item. The Company Intellectual Property is sufficient for the Company to carry on the Business as currently conducted. The Company Intellectual Property includes all material Intellectual Property and computer software used or held for use in connection with the operation of the business Company’s or its Subsidiaries’ respective businesses as currently conducted, and, to the Company’s Knowledge, there are no other material items of Intellectual Property or computer software that are used in or necessary for the operation of such businesses as currently conducted or for the continued operation of such businesses as currently conducted. (iii) To the Company’s Knowledge, the Company and its Subsidiaries, taken the operation of their respective businesses, and the Company Intellectual Property do not infringe, misappropriate or otherwise violate any Intellectual Property of any third parties. Except as set forth on Schedule 3.2(k)(iii), (i) neither the Company nor its Subsidiaries is a wholeparty to any proceeding before any Governmental Authority alleging that the Company or its Subsidiaries the operation of their respective businesses, as presently conductedor the Company Intellectual Property is currently infringing, misappropriating or otherwise violating any Intellectual Property of any third party, (ii) neither the Company nor its Subsidiaries has received written notice from any Person alleging that the Company or its Subsidiaries, their respective businesses or the Company Intellectual Property infringe, misappropriate or otherwise violate any Intellectual Property of any third party, (iii) there is no claim against the Company or its Subsidiaries currently pending or, to the Company’s Knowledge, threatened, with respect to the alleged infringement, misappropriation or other violation by the Company or its Subsidiaries of the Intellectual Property of any third party, (iv) no proceeding before any Governmental Authority or claim by the Company or its Subsidiaries is currently pending against a third party with respect to the alleged infringement, misappropriation or other violation of any Company Intellectual Property that is owned solely and exclusively by the Company and or its Subsidiaries (“Company Owned Intellectual Property”) and (v) to the Company’s Knowledge, no third party is currently infringing, misappropriating or otherwise violating any Company Owned Intellectual Property (excluding unauthorized references to, or uses and/or reproductions of, the Beatport name and/or logo on various online websites and blogs from time to time). (biv) To Except as set forth in Schedule 3.2(k)(iv), neither (i) the Knowledge of Company Owned Intellectual Property, nor (ii) to the Company’s Knowledge all other material Company Intellectual Property, the is subject to any Liens, except Permitted Liens. (v) The Company or one of its Subsidiaries, as applicable, ownshas taken all commercially reasonable actions to maintain the confidentiality of its trade secrets, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company confidential information and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectproprietary rights. (cvi) Except as set forth on Section 3.20(c) in Schedule 3.2(k)(vi), each present or past employee, officer, consultant, contractor of the Company Disclosure Letteror its Subsidiaries, to the Knowledge or any other Person who developed any of the CompanyCompany Owned Intellectual Property, has executed a valid and enforceable written agreement with the Company or its Subsidiaries that (i) establishes that all Company Owned Intellectual Property, developed by such Person during the conduct course of the business of such Person’s employment or engagement by the Company and or its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against shall belong to the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.and

Intellectual Property. Except as set forth in the Company Disclosure Schedule, the Company and each of the Company Subsidiaries own or possess or have the enforceable right to use the licenses, copyrights, know-how (aincluding trade secrets and other proprietary or confidential information, systems or procedures), trademarks, service marks and trade names, performing rights and literary, dramatic, musical or artistic rights (collectively, the "Intellectual Property") Section 3.20(apresently employed by them in connection with the operation of the businesses now operated by them, except where the failure to own, possess or have the enforceable right to use such Intellectual Property would not, individually or in the aggregate, have a Company Material Adverse Effect, and neither the Company nor any of the Company Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to the foregoing which has a reasonable likelihood of resulting in an unfavorable decision, ruling or finding, which, individually or in the aggregate, would result in a Company Material Adverse Effect. The use of such Intellectual Property in connection with the business and operations of the Company and the Company Subsidiaries does not infringe on the rights of any person, except as would not, individually or in the aggregate, taking into account the rights of the Company against third parties, result in a Company Material Adverse Effect. Except as provided otherwise on Schedule 3.8(a) of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the CompanySchedule, the Company or one of its Subsidiaries, as applicable, subsidiaries owns, is licensed to use or otherwise has possesses the exclusive right to use all Intellectual Property that is material to exploit, for the conduct remaining balance of the business respective terms of copyright, existing episodes of the television series listed in Section 3.8(a) of the Company Disclosure Schedule, and its Subsidiariesthe perpetual right to produce and exploit new episodes based on the formats and, taken as a wholeto the knowledge of the Company, as presently conductedthe titles of those television series, free in terms of television rights (whether free, pay, cable or satellite) and clear in the territories listed on Section 3.8(a) of all Liens (other than Permitted Liens)the Company Disclosure Schedule, subject only to the licenses and grants to third parties listed or referenced on Section 3.8(a) of the Company Disclosure Schedule, except as has not had and where the failure to have such rights would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. (c) . Except as set forth provided otherwise on Section 3.20(c3.8(b) of the Company Disclosure LetterSchedule, the Company or one of its subsidiaries owns, is licensed or otherwise possesses the exclusive right to produce and exploit new episodes based on the formats and, to the Knowledge best knowledge of the Company, (i) the conduct titles of the business television series listed in Section 3.8(b) of the Company Disclosure Schedule, in terms of television rights (whether free, pay, cable or satellite) and its Subsidiaries, as presently conducted, does not infringe upon in the territories listed or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business referenced on Section 3.8(b) of the Company Disclosure Schedule, subject only to the licenses and its Subsidiaries, as presently conducted, infringes upon grants to third parties listed or misappropriates any material Intellectual Property rights of a third party and (iireferenced on Section 3.8(b) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice Disclosure Schedule, except where the failure to protect and preserve the Owned Intellectual Property. (e) Except as has not had and have such rights would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(a) 4.19 of the Company Disclosure Letter sets forth a list complete and correct list, as of the date of the Merger Agreement, of all Owned the issued and registered Intellectual Property that is registeredand applications therefor, issued in each case, owned or the subject of a pending application for registration that is material purported to the conduct of the business of be owned by the Company and its Subsidiaries, taken as a whole, as presently conductedSubsidiaries (the “Registered Intellectual Property”). (b) To the Knowledge of the CompanyExcept as would not have a Material Adverse Effect, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its SubsidiariesSubsidiaries exclusively own all Owned Intellectual Property, taken as and have a wholevalid and enforceable (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law) license, or other right to use, all other Intellectual Property (including any such Intellectual Property in the Tim Hortons System) necessary for the operation of their businesses as presently conductedconducted (together with the Owned Intellectual Property, the “Company Intellectual Property”). (c) Except as would not have a Material Adverse Effect, all Registered Intellectual Property is free and clear of all any Liens (other than Permitted Liens), except is subsisting and unexpired. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, all Owned Intellectual Property, to the Knowledge of the Company, is valid and enforceable and, to the Knowledge of the Company, there is no Action pending or threatened in writing against the Company or any of its Subsidiaries, challenging the validity, enforceability, ownership, registration, or use of any Owned Intellectual Property. (e) Except as would not have a Material Adverse Effect, (i) the conduct of the business of the Company and its SubsidiariesSubsidiaries as currently conducted is not infringing upon, as presently conductedmisappropriating or otherwise violating any Intellectual Property rights of any third party, does and has not infringe upon infringed upon, misappropriated or misappropriate the otherwise violated any Intellectual Property rights of any third party during the past three years, and (ii) to the Knowledge of the Company, no claim third party is pending infringing upon, misappropriating or asserted in writing since January 1otherwise violating, 2017 against any Company Intellectual Property (excluding all commercially available off-the-shelf software licensed to the Company or its Subsidiaries). The Company and its Subsidiaries have not received from any Person any written notice during the past three years that the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiariesis infringing upon, as presently conducted, infringes upon misappropriating or misappropriates otherwise violating any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property Person in any material respect. (df) The Company and its Subsidiaries take have in place commercially reasonable steps consistent with industry practice measures designed to protect and preserve the maintain all material Owned Intellectual Property, including the confidentiality of any material trade secrets included therein. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(a3.21(a) of the Company Disclosure Letter sets forth contains a complete and accurate list as of the date of this Agreement of all Owned Intellectual Property Registered IP that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business constitutes Company IP (“Company Registered IP”) and unregistered Trademarks. Section 3.21(a) of the Company and its SubsidiariesDisclosure Letter identified, taken as a wholefor each item of Company Registered IP, as presently conductedapplicable, (i) the name of the current owner, (ii) the jurisdiction where the application/registration is located, (iii) the application or registration number, (iv) the filing date, and issuance/registration/grant date, and (v) the prosecution status thereof. (b) To the Knowledge of the Company, the Company Registered IP is valid, sustaining and enforceable. As of the date of this Agreement, all necessary registration, maintenance and renewal fees of each item of Company Registered IP have been paid, and all necessary documents and certificates have been filed, in each case to or one with the relevant patent, copyright, trademark, domain registrars or other authorities in the United States or foreign jurisdictions, as may be required for the purposes of registering and/or maintaining such Company Registered IP. The Company has not claimed “small entity” status, or misrepresented, or knowingly failed to disclose, any facts or circumstances in any application or proceedings for any Company Registered IP that would constitute fraud or a material misrepresentation with respect to such application. (c) Section 3.21(c) of the Company Disclosure Letter contains a complete and accurate list of all Contracts, as of the date hereof, (i) under which any third party has granted the Company or any of its SubsidiariesSubsidiaries any license, as applicablenon-assert, ownscovenant not to sxx, is licensed to use or otherwise has the right to use all other immunity from or under any Intellectual Property that is Rights, the loss of which would have a material adverse impact on the operation of the Company’s and its Subsidiaries’ business, taken as a whole (each, an “Company Inbound License”) or (ii) under which the Company or any of its Subsidiaries has granted any third party a license under any Company IP, other than non-exclusive licenses granted incidental to the conduct purchase of Company Products in the Ordinary Course (each, an “Company Outbound License”, and together with the Company Inbound Licenses, the “Company IP Agreements”). The Company has made available to Parent complete and correct copies of each such Company IP Agreement. (d) To the Knowledge of the Company, since January 1, 2019, neither the operation of the business of the Company and its SubsidiariesSubsidiaries nor the use, taken as a wholeprovision, as presently conductedsupport, free and clear of all Liens (other than Permitted Liens)reproduction, except as has not had and would not reasonably be expected to havemaking, individually distribution, marketing, sale, license or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) display of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of Products or the Company and IP by the Company or its SubsidiariesSubsidiaries has materially infringed, as presently conducted, does not infringe upon misappropriated or misappropriate otherwise violated the Intellectual Property rights Rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual PropertyPerson. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or its Subsidiaries exclusively own all right, title and interest in the Company IP, free and clear of all Liens other than Permitted Liens. Except as set forth in Section 3.21(e) of the Company Disclosure Letter, all Company IP is fully transferable, alienable or licensable without restriction and without payment of any kind to any other Person. The Company and its Subsidiaries have and, following the Closing, Surviving Company will have, the exclusive right to bring actions against any Person that is infringing any Company IP and to retain for themselves any damages recovered in any such action. To the Knowledge of the Company, the Company IP and the Intellectual Property Rights licensed pursuant to the Company Inbound Licenses constitute all of the Intellectual Property Rights necessary to develop, manufacture or sell each material Company Product as currently developed, manufactured or sold by the Company and its Subsidiaries as of the date of this Agreement. (f) The Company and each of its Subsidiaries have taken reasonable steps to protect the confidentiality of the Trade Secrets that comprise any part of the Company IP, and to the Knowledge of the Company, there is no unauthorized use, disclosure or misappropriation of any such Trade Secrets by any Person. Without limiting the foregoing, the Company and its Subsidiaries have a policy requiring employees, consultants and contractors to execute a confidentiality and assignment agreement substantially in the Company’s standard form previously provided to Parent which (i) assigns to the Company or one of its Subsidiaries all right, title and interest in any Intellectual Property Rights created by such persons within the scope of their involvement with the Company or applicable Subsidiary and (ii) provides reasonable protection for Trade Secrets of the Company and its Subsidiaries. To the Knowledge of the Company, all current or former employees, consultants and contractors of the Company or any Subsidiary that have created any Company IP have executed such agreements. (g) To the Knowledge of the Company, no Person is infringing upon or otherwise violating any Company IP. Neither the Company nor any of its Subsidiaries have, since January 1, 2019, asserted or threatened any claim against any Person alleging that such Person is infringing or misappropriating any Company IP. (h) To the Knowledge of the Company, all open-source software used by the Company or any of its Subsidiaries does not trigger any obligation to disclose in any way any source code material to the business. To the Knowledge of the Company, the Company and its Subsidiaries comply with the terms of all applicable open-software licenses (including, but not limited to, copyright notices, attribution requirements and requirements to provide or offer access to source code). (i) Since January 1, 2019 through the date hereof, there has not been any Legal Proceeding brought by a third party against the Company or any of its Subsidiaries with respect to (i) any alleged infringement or other violation by the Company or any of its Subsidiaries of the Intellectual Property Rights of such third party or (ii) any challenge to the validity or enforceability of, or contesting the Company’s or any of its Subsidiaries’ rights with respect to, any Company IP. As of the date hereof, the Company and its Subsidiaries are not subject to any Order of any Governmental Entity that restricts or impairs the use, transfer or licensing of any Company IP or other Intellectual Property Rights. (j) All collection, acquisition, use, storage, transfer (including any cross-border transfers), distribution, dissemination or other processing by or on behalf of the Company and any of its Subsidiaries of Personal Data are and, since January 1, 2019, have been in material compliance with all applicable Privacy Legal Requirements and Privacy Commitments. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any written notice alleging any violation by the Company or any of its Subsidiaries of any Privacy Legal Requirement or Privacy Commitments, nor, to the Knowledge of the Company, has the Company or any of its Subsidiaries been threatened in writing to be charged with any such violation by any Governmental Entity, in each case of any of the foregoing in this sentence which is reasonably likely to be material to the Company. Neither the Company nor any of its Subsidiaries has received any written complaint by any Person with respect to the collection, acquisition, use, storage, transfer (including any cross-border transfers), distribution, dissemination or other processing of Personal Data by the Company or any of its Subsidiaries, in each case which is reasonably likely to be material to the Company. The Company and its Subsidiaries implement and maintain commercially reasonable written policies and procedures reasonably designed to protect Personal Data against any unauthorized use, access or disclosure. To the Knowledge of the Company, there has been no unauthorized use, access or disclosure of Personal Data. (k) The Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice steps and implemented reasonable procedures to protect prevent viruses and other disabling codes from entering Company Products and to otherwise safeguard the confidentialityinformation technology systems, integrity and personally identifiable information contained therein, of the Company and its Subsidiaries. To the Knowledge of the Company, there have been no unauthorized intrusions or breaches of the security of information technology systems of the Company and its Subsidiaries. The Company and its Subsidiaries have reasonable disaster recovery plans procedures and facilities for the business. (l) To the Knowledge of the Company, Section 3.21(l) of the Company Disclosure Letter sets forth a true and complete list of all industry standards bodies or similar organizations in which the Company and/or any of its Subsidiaries has participated or is a member. To the Knowledge of the Company, there is no obligation to license any Company IP, and no Company IP is currently licensed, to any third party as a result of participation or membership in or utilization of any work of any standards body or similar organization. Neither the Company nor any of its Subsidiaries has at any time notified any standards body or similar organization any Company IP is necessary to or would be infringed by the use or implementation of the standards published or promulgated by such standards body or similar organization. To the Knowledge of the Company, the Company and its Subsidiaries are in material compliance with their softwareobligations with respect to membership in such organizations. (m) None of the patents, databasespatent applications, systemstrademarks and trademark applications pledged under the Intellectual Property Security Agreement, computer between the Company and telecommunications equipmentIvy Investment Management Company, information technologydated as of August 20, networks and Internet sites and all information stored or contained therein or transmitted thereby from 2015, have been registered by the Company in any unauthorized use, access, or modificationcountry besides the United States.

Intellectual Property. (a) Section 3.20(a3.16(a) of the Company Disclosure Letter sets forth a list lists, as of the date of this Agreement, all Owned Intellectual Property registrations and applications to register by the Company or any of its Subsidiaries of any of the following with or by any Governmental Entity in any jurisdiction in the world, (i) patents, (ii) trademarks, trade names and service marks, (iii) copyrights and (iv) domain names, in each case of (i) - (iv), that is registered, issued or the subject of a pending application for registration that is are material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge Section 3.16(b) of the CompanyCompany Disclosure Letter lists, as of the date of this Agreement, each license (i) granting the Company or one any of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the Subsidiaries a right to use all any rights under any Intellectual Property owned by any third party (other than non-disclosure agreements, licenses for commercially available software and non-exclusive licenses granted, expressly or implicitly, in connection with the supply, marketing, distribution and sale of products and services, in each case entered into or granted in the ordinary course of business consistent with past practice) or (ii) granting any third party a right to use any rights under any Company Intellectual Property (other than non-disclosure agreements and non-exclusive licenses granted, expressly or implicitly, in connection with the supply, marketing, distribution and sale of products and services, in each case entered into or granted in the ordinary course of business consistent with past practice (collectively, the “Standard Business Licenses”)), in each case of clauses (i) and (ii) above, that is are material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, . Except as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, (i) all such licenses are valid and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the other parties thereto, in accordance with their respective terms and (ii) to the Knowledge of the Company, no party to any such license has committed or failed to perform any act under and no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to result in a default under the provisions of such license. (c) Except as set forth on Section 3.20(c3.16(c) of the Disclosure Schedule, the Company is the exclusive owner of the material Company Intellectual Property, free and clear of all Liens (other than the licenses set forth in Section 3.16(b)(ii) of the Company Disclosure Letter, the Standard Business Licenses and Permitted Liens). Except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has infringed, misappropriated or violated any Intellectual Property of any third party and (ii) to the Knowledge of the Company, no third party has infringed, misappropriated or violated any Company Intellectual Property. (d) Except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, there are no actions, suits, claims, inquiries, investigations or proceedings pending or, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiariesthreatened, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries Subsidiaries, that (i) challenge or question the conduct of validity of, or the business of Company’s ownership or right to use, the Company and its SubsidiariesIntellectual Property, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing assert infringement, misappropriation or violating violation by the Company or any of the Owned its Subsidiaries of any Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Propertyowned by a third party. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the The Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice steps to maintain and protect the confidentiality of trade secrets owned by them and used in the conduct of the business. (f) The Company and its Subsidiaries have taken commercially reasonable steps to (i) protect the confidentiality, integrity and security of their software, databases, systems, computer its IT Assets and telecommunications equipment, information technology, networks and Internet sites and all the information stored or contained therein or transmitted thereby from any unauthorized use, access, interruption or modificationmodification by third parties and (ii) prevent the introduction of Malicious Code into Software used in the businesses of the Company and its Subsidiaries, including firewall protections and regular virus scans. To the Knowledge of the Company, since October 1, 2011, no Person has gained unauthorized access to any of the Company’s or its Subsidiaries’ IT Assets, except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

Intellectual Property. (a) Section 3.20(a) The Company owns exclusively, free and clear of all Liens, or has obtained valid and enforceable licenses for, all Intellectual Property described in the SEC Reports as being owned or licensed by the Company Disclosure Letter sets forth a list and all Intellectual Property listed in Schedule 3.1(p)(i) (collectively, the “Company Intellectual Property”), and the Company owns exclusively, free and clear of all Owned Liens, or has obtained valid and enforceable licenses for, all Intellectual Property that is registered, issued necessary or the subject of a pending application for registration that is material reasonably sufficient to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently now conducted. (b) . There is no material Intellectual Property owned or licensed to the Company other than the Company Intellectual Property. To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, ’s Knowledge: (i) there are no third parties who have rights to any Company Intellectual Property, except for the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third-party licensors under the agreements listed in Schedule 3.1(p)(ii) and the rights granted to, or retained by, third party and no claim is pending or asserted parties under the agreements listed in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party Schedule 3.1(p)(iii); and (ii) there is no infringement by third party parties of any material Company Intellectual Property. Except as disclosed in the SEC Reports or listed in Schedule 3.1(p)(iv), there is infringing no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or violating written claim by others: (A) challenging the Company’s rights in or to any Company Intellectual Property; (B) challenging the validity, enforceability or scope of any material, granted and issued, government-registered Company Intellectual Property; or (C) asserting that the Company infringes or otherwise violates, or would, upon the commercialization of any product or service described in the SEC Reports that is in pre-clinical or clinical development, infringe or violate, any Intellectual Property of others, and the Company has not received any written notice of such challenge or assertion with respect to any of the Owned foregoing. The Company has complied or will comply in due time with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect. Each employee and consultant has assigned to the Company all rights, if any, of such employee or consultant, respectively, in any Company Intellectual Property in connection with the Company’s relationship with such employee or consultant. Schedule 3.1(p)(i) lists all Company Intellectual Property owned by the Company that is the subject of an application or registration with any material respect. governmental authority. Schedule 3.1(p)(ii) lists all contracts (dother than agreements with employees or consultants) The pursuant to which the Company and its Subsidiaries take commercially reasonable steps consistent with industry practice was granted or otherwise transferred rights to protect and preserve the Owned any Company Intellectual Property. (e. Schedule 3.1(p)(iii) Except as lists all material contracts pursuant to which the Company has not had and would not reasonably be expected granted or otherwise transferred to have, individually or in the aggregate, a third party any rights under Company Material Adverse Effect, Intellectual Property. All Company Intellectual Property owned by the Company and its Subsidiaries have taken commercially reasonable actions registered with any governmental authority (i) is in proper form in all material respects, (ii) has not been disclaimed and (iii) other than ordinary course activities consistent with industry practice to protect past practice, has been duly maintained in accordance with applicable law in all material respects, including submission of all necessary filings and payment of fees in accordance with the confidentiality, integrity legal and security administrative requirements of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationthe appropriate jurisdictions.

Intellectual Property. The Company owns, possesses, licenses or has other rights to use, all patents, patent applications, trade and service marks, trade and service mark applications and registrations, trade names, trade secrets, inventions, copyrights, licenses, technology, know-how and other intellectual property rights and similar rights described in the SEC Reports (acollectively, the “Intellectual Property Rights”), free and clear of all material Liens. To the knowledge of the Company, the patents, trademarks and copyrights held or licensed by the Company included within the Intellectual Property Rights are valid, enforceable and subsisting. To the Company’s knowledge, there is no infringement by third parties of any of the Intellectual Property Rights. No action, suit, claim or other proceeding is pending or, to the knowledge of the Company, is threatened, challenging the validity, enforceability, scope, registration, ownership or use of any of the Intellectual Property Rights. None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) Section 3.20(athat any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except in each case or in the aggregate as could not have or reasonably be expected to have a Material Adverse Effect. No action, suit, claim or other proceeding is pending or, to the knowledge of the Company, is threatened, challenging the validity, enforceability, scope, registration, ownership or use of any of the Intellectual Property Rights. No action, suit, claim or other proceeding is pending or, to the knowledge of the Company, is threatened, challenging the Company’s rights in or to any Intellectual Property Rights. To the knowledge of the Company, the development, manufacture, sale, and any currently proposed use of any of the products, proposed products or processes of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registeredreferred to in the SEC Reports, issued in the current or the subject of a pending application for registration that is material to the proposed conduct of the business of the Company, do not currently, and will not upon commercialization, to the knowledge of the Company, infringe any right or valid patent claim of any third party. To the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property Rights in any field of use that is exclusively licensed to the Company, other than any licensor to the Company of such Intellectual Property Rights, except as set forth in the SEC Reports. To the knowledge of the Company, no employee, consultant or independent contractor of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer or independent contractor where the basis of such violation relates to such employee’s employment or independent contractor’s engagement with the Company or actions undertaken while employed or engaged with the Company. The Company has taken reasonable measures to protect its confidential information and trade secrets and to maintain and safeguard the Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. All patents and patent applications owned by or licensed to the Company or under which the Company has rights have, to the knowledge of the Company, been duly and properly filed and maintained; to the knowledge of the Company, there are no material defects in any of the patents or patent applications disclosed in the SEC Reports as being owned by the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To ; to the Knowledge knowledge of the Company, the Company or one parties prosecuting such applications have complied with their duty of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material candor and disclosure to the conduct of the business of United States Patent and Trademark Office (“USPTO”) in connection with such applications; and the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear is not aware of all Liens (other than Permitted Liens), except as has not had and would not reasonably any facts required to be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, disclosed to the Knowledge of USPTO that were not disclosed to the Company, (i) USPTO and which would preclude the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights grant of a third party and (ii) no third party is infringing patent in connection with any such application or violating could form the basis of a finding of invalidity with respect to any of the Owned Intellectual Property in any material respectpatents that have issued with respect to such applications. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(a) The Company Registered Intellectual Property is, to the knowledge of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registeredCompany, issued (i) subsisting, valid and enforceable, and (ii) not subject to any outstanding order, judgment, decree or agreement adversely affecting the subject of a pending application for registration that is material to the conduct of the business of the Company and Company’s or its Subsidiaries’ use of, taken as a wholeor rights to, as presently conductedsuch Intellectual Property. (b) To Except as, individually or in the Knowledge of the Companyaggregate, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to havehave a Company Material Adverse Effect, the Company or one of its Subsidiaries is the sole and exclusive owner of all Company Owned Intellectual Property, free and clear of any Liens. Since the 2011 Distribution Date, neither the Company nor any of its Subsidiaries has received any written notice of a claim challenging the validity, enforceability or ownership of any Company Owned Intellectual Property. (c) Except as, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, the Company and its Subsidiaries have sufficient rights to use all Intellectual Property used in or necessary for their respective businesses as presently conducted and as presently planned to be conducted as set forth in the written business plans of the Company and its Subsidiaries, all of which rights will survive unchanged after the consummation of the Merger and the other Transactions. (d) To the knowledge of the Company, there has been no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company Owned Intellectual Property by any third party. Since January 1, 2013, neither the Company nor any of its Subsidiaries has brought any claim, action, suit or proceeding for infringement, misappropriation or other violation of any Intellectual Property. (e) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, the conduct of the Company’s and its Subsidiaries’ businesses and the development, manufacture, use, sale, commercialization or other exploitation of any product, service or other offering currently provided or under development by the Company or its Subsidiaries has not and does not materially infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Since the 2011 Distribution Date, neither the Company nor any of its Subsidiaries has received any written notice (including invitations to take a license) from any Person alleging that either the Company or any of its Subsidiaries is materially infringing, misappropriating or otherwise violating the Intellectual Property of any third party. (f) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, no currently used or distributed software (or products containing software) owned by or developed by or for the Company or any of its Subsidiaries is subject to any Open Source License or has been used or distributed in violation of any Open Source License. (g) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries are in compliance with all of their respective privacy policies and, in jurisdictions in which the Company or any of its Subsidiaries collects, stores, transfers or uses personal information, with all applicable Laws regarding privacy and personal information, including with respect to the collection, storage, transmission, processing, transfer (including cross-border transfers), disclosure and use of personally identifiable information, and (ii) the Company and its Subsidiaries have used commercially reasonable measures to ensure the confidentiality, privacy and security of customer, employee and other personally-identifiable or other confidential or trade secret information, and no Person has gained unauthorized access to, or misused, any such information. (h) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, the IT Assets owned, used or held for use by the Company or any of its Subsidiaries (i) operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Company and its Subsidiaries in connection with their businesses, and (ii) are sufficient for the current needs of the businesses of the Company and its Subsidiaries. The Company and its Subsidiaries have implemented commercially reasonable backup and disaster recovery technology. To the Company’s knowledge, no third party has gained unauthorized access to any IT Assets owned, used or held for use by the Company or any of its Subsidiaries. The Company and each of its Subsidiaries have taken commercially reasonable actions consistent steps and implemented commercially reasonable safeguards to ensure that such IT Assets are secure from unauthorized access and free from any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials. (i) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, the consummation of the Transactions will not result in the loss or impairment of, or payment of any additional amounts with industry practice respect to, nor require the consent of any other Person in respect of, the Company’s and its Subsidiaries’ ownership of or rights to protect use or hold for use any material Intellectual Property owned, used, or held for use in the confidentiality, integrity and security conduct of their softwarebusiness. (j) For purposes of this Agreement, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.the following terms have the following meanings:

Intellectual Property. (a) Section 3.20(a) The Company and each of the Company Disclosure Letter sets forth a list of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Owned Intellectual Property that is registered, issued or the subject of a pending application (as defined below) necessary for registration that is material to the conduct of their respective businesses as now conducted or as described in the business Registration Statement and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and its each of the Subsidiaries, taken as a whole, as presently conducted. (b) To and to the Knowledge knowledge of the Company, the Company or one Intellectual Property licensed to the Company, each of its the Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to havebeen adjudged invalid or unenforceable, individually in whole or in the aggregatepart, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letterand there is no pending or, to the Knowledge knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iE) there is no pending or, to the conduct knowledge of the business of the Company and its SubsidiariesCompany, as presently conductedthreatened action, does not infringe upon suit, proceeding or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against by others that the Company or any of its Subsidiaries that infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the conduct Company nor any of the business Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company and or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned . “Intellectual Property. (e) Except as has not had ” shall mean all patents, patent applications, trade and would not reasonably be expected to haveservice marks, individually or in the aggregatetrade and service mark registrations, a Company Material Adverse Effecttrade names, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentialitycopyrights, integrity and security of their softwarelicenses, databasesinventions, systemstrade secrets, computer and telecommunications equipmentdomain names, information technology, networks know-how and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationother intellectual property.

Intellectual Property. The Company and its Subsidiaries exclusively own (afree and clear of all liens, encumbrances and defects) Section 3.20(aor 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 Disclosure Letter sets 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 a list in Schedule 3.1(p)(iii), none of all Owned the Intellectual Property that is registeredRights set forth (or required to be set forth) on Schedule 3.1(p)(i) has expired or terminated, issued 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 subject date of a pending application for registration that is material to the 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, taken as a whole, as presently conducted. (b) To the Knowledge of the Companybeing threatened against, the Company and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership, enforcement, patentability or one 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 SubsidiariesIntellectual Property Rights, as applicable, ownsand, is licensed to use or otherwise has the right to use all 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 is material to have been involved in the conduct development of any Intellectual Property Rights used in the business of the Company and its SubsidiariesSubsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, taken as a whole, as presently conducted, free know-how and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business confidential information of the Company and its Subsidiaries, as presently conductedapplicable, does not infringe upon and (B) assign to one of the Company or misappropriate the its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property rights Rights created by such Person in the course of any third party and no claim is pending his, her or asserted in writing since January 1, 2017 against its employment or other engagement by the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) . 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 not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, sponsored any research by the Company and its Subsidiaries have taken commercially reasonable actions consistent or been involved with industry practice or otherwise sponsored any development of any Intellectual Property Rights owned or purported to protect be owned by or exclusively licensed to the confidentialityCompany or its Subsidiaries. For purposes of this Agreement, integrity “Intellectual Property Rights” means all intellectual property and security proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of their 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, databasesincluding data, systemsdatabases and documentation therefor, computer and telecommunications equipment(vi) inventions, information technologylicenses, networks approvals and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationgovernmental authorizations.

Intellectual Property. (a) Section 3.20(a) 3.16 of the Company Disclosure Letter Schedule sets forth a list complete list, as of all Owned the date of this Agreement, of all: (i) patented and registered Intellectual Property, and pending patent applications or applications for registration of Intellectual Property, owned or filed by the Company or any Company Subsidiary; (ii) trade names and trademarks, service marks and copyrights owned or used by the Company or any Company Subsidiary; and (iii) material licenses of Intellectual Property that is registered, issued to which the Company or the subject of a pending application for registration that is material to the conduct of the business any of the Company and its Subsidiaries, taken as Subsidiaries is a whole, as presently conductedparty (the “Material Licenses”). (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, Except as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.: (ci) Except the Company and the Company Subsidiaries own, or are licensed to use, all Intellectual Property used in and necessary for the conduct of their business as set forth on Section 3.20(cit is currently conducted and as presently contemplated to be conducted; (ii) (x) the Intellectual Property owned by the Company or any Company Subsidiary is valid, subsisting, and in full force and effect, (y) record ownership of the Intellectual Property owned by the Company Disclosure Letteror any Company Subsidiary is up to date and (z) registrations and applications for Intellectual Property owned by the Company or any Company Subsidiary and for which registration or applications have been obtained or made have been duly maintained, are subsisting, in full force and effect, and have not been cancelled, expired, or abandoned; (iii) the Company and each Company Subsidiary has taken reasonable steps to preserve the confidentiality of its trade secrets, its confidential, proprietary manufacturing processes, formulas, recipes and other confidential, proprietary information; (iv) to the Knowledge knowledge of the Company, the use of Intellectual Property by the Company and the Company Subsidiaries does not infringe on or otherwise violate the rights of any third party, and, to the extent such Intellectual Property is licensed, the license fees that are currently due have been paid in full and its use is in accordance with the applicable license pursuant to which the Company acquired the right to use such Intellectual Property; (iv) to the knowledge of the Company, no third party is challenging, infringing on or otherwise violating any right of the Company in the Intellectual Property; (vi) neither the Company nor any of the Company Subsidiaries has received notice of any pending, or, to the knowledge of the Company, threatened claim, order or proceeding with respect to any Intellectual Property used in and necessary for the conduct of the Company’s and the Company Subsidiaries’ business as it is currently conducted and as presently contemplated to be conducted; and (vii) to the knowledge of the Company and its SubsidiariesCompany, as presently conducted, does not infringe upon or misappropriate the no Intellectual Property rights of any third party and no claim is pending being used or asserted in writing since January 1, 2017 against enforced by the Company or the Company Subsidiaries in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of any of its Subsidiaries that Intellectual Property used in and necessary for the conduct of the business of Company’s and the Company and its Subsidiaries, ’ business as presently it is currently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(a) of the Company Disclosure Letter sets forth a list of Schedule lists all Owned Intellectual Property that is registeredmaterial (i) issued patents and pending patent applications, issued or the subject of a pending application (ii) trademark and service mark registrations and applications for registration thereof, (iii) coxxxxght registrations and applications for registration thereof, and (iv) internet domain name registrations, in each case that is are that are owned by the Company or any of the Company Subsidiaries and are material to the conduct of the business of the Company and its the Company Subsidiaries, taken as a whole, . Except as presently conducted. (bdisclosed in Section 3.20(a) To the Knowledge of the CompanyCompany Disclosure, with respect to each item that is required to be identified therein: (A) the Company or one of its Subsidiariesthe applicable Company Subsidiary is the sole owner and possesses all material right, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material title and interest in and to the conduct of item in the business of the Company and its Subsidiaries, taken as a whole, as presently conductedlisted country or jurisdiction, free and clear of all Liens (other than Permitted any Liens), except as has not had and the absence of such interest which would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business Effect of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate (B) neither the Intellectual Property rights Company nor any Company Subsidiary has received written notice of any third party and no claim is pending or asserted in writing since January 1threatened action, 2017 against suit, proceeding, hearing, investigation, charge, complaint, claim or demand that challenges the Company legality, validity, enforceability, registrations, use or any of its Subsidiaries that the conduct ownership of the business of item in the Company and its Subsidiaries, as presently conducted, infringes upon listed country or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to havejurisdiction that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company. (b) Except as disclosed in Section 3.20(b) of the Company Disclosure Schedule, to the knowledge of the Company, neither the Company nor any Company Subsidiary is infringing or misappropriating any material Intellectual Property rights of third parties in connection with the operation of the Business that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Except as disclosed in Section 3.20(b) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has received any written charge, complaint, claim, demand or notice during the past two years (or earlier, if not resolved) alleging any such infringement or misappropriation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. To the knowledge of the Company, except as disclosed in Section 3.20(b) of the Company Disclosure Schedule, during the past two years (or earlier, if not resolved) no third party has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property rights of the Company or any Company Subsidiary which interference, infringement, misappropriation or conflict would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Intellectual Property" means (i) all inventions, all patents and patent applications, (ii) all trademarks, service marks, trade dress, logos, brand names, trade names and domain names and all registrations of and applications to register the foregoing, (iii) all copyrightable works, all copyrights and all registrations of and applications to register the foregoing, (iv) all trade secrets, know how and confidential business information, and (v) all other proprietary rights that are, in the case of clauses (i) through (v), material to the business of the Company and its Subsidiaries have the Company Subsidiaries, taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationas a whole.

Intellectual Property. (a) The Company owns or has a valid right to use, free and clear of all Liens (except Permitted Liens), all of the Intellectual Property used in the conduct of the business of the Company and the Company Subsidiaries (“Company Intellectual Property”), except where the failure to own or otherwise have a right to use such Company Intellectual Property, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse Effect on the Company. Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreement will impair the rights of the Company or any Company Subsidiary in any Company Intellectual Property or portion thereof, except where such impairment would not reasonably be expected to result in a Material Adverse Effect on the Company. (b) There are no pending, or to the knowledge of the Company, threatened claims, suits, arbitrations or other adversarial proceedings before any Governmental Entity in any jurisdiction alleging that the activities or conduct of the business of the Company and the Company Subsidiaries infringe upon, misappropriate, or otherwise violate the Intellectual Property, trade secrets or other confidential information, know how, proprietary processes, formulae, algorithms or models of any third party or challenging the Company’s ownership, use, validity, enforceability, or registrability of any Company Owned Intellectual Property, except for such claims, suits, arbitrations or other adversarial proceedings that, individually or in the aggregate, have not resulted in and would not reasonably be expected to result in a Material Adverse Effect on the Company. (c) To the knowledge of the Company, as of the date of this Agreement, neither the Company nor any Company Subsidiary is infringing upon, misappropriating, or otherwise violating any Intellectual Property, trade secrets or other confidential information, know how, proprietary processes, formulae, algorithms or models of any other Person, except for such infringements, misappropriations, or other violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect on the Company. The Company has not received any communications alleging that the Company has violated any of the Intellectual Property, trade secrets or other proprietary rights of any other person or entity, or offering a license under any third party Intellectual Property or trade secret right to avoid litigation or other claims. (d) To the knowledge of the Company, as of the date of this Agreement, no third party is misappropriating, infringing, or otherwise violating any Company Intellectual Property or trade secrets, except for such infringements, misappropriations, or other violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect on the Company. Section 3.20(a3.17(d) of the Company Disclosure Letter sets forth a complete and accurate list of all Registered Intellectual Property included among the Company Owned Intellectual Property, the owner(s) of such Intellectual Property, the countries in which such Intellectual Property that is registered, issued or registration number, and the subject of a pending application for registration that is material to the conduct of the business of the Company filing and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Propertyexpiration dates thereof. (e) Except as has not had The representations and would not reasonably be expected to have, individually or warranties in this Section 3.17 are the aggregate, a Company Material Adverse Effect, exclusive representations and warranties by the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice each Company Subsidiary relating to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationIntellectual Property matters.

Intellectual Property. (a) Section 3.20(aThe Company and its Subsidiaries own all right, title and interest clear of all Liens other than Permitted Liens, or are validly licensed or otherwise have the right to use or sell, all patents, patent rights, inventions and discoveries (whether or not patentable or reduced to practice), trademarks, trade names, trade dresses, corporate names, company names, business names, fictitious business names, domain names, trade styles, service marks, logos and other source or business identifiers, and the goodwill symbolized thereby, copyrights, trade secrets and all other confidential or proprietary information and know-how, whether or not reduced to writing or any other tangible form, and other proprietary intellectual property rights and computer programs arising under the Laws of the United States (including any state or territory), any other country or group of countries or any political subdivision of any of the foregoing, whether registered or unregistered (collectively, “Intellectual Property Rights”) used in the business of the Company Disclosure Letter sets forth or any of its Subsidiaries as of the date of this Agreement, other than such Intellectual Property Rights that are not material to the business of the Company and its Subsidiaries taken as a list whole (the “Company Intellectual Property”). Except as would not reasonably be expected to be material to the business of all Owned the Company and its Subsidiaries taken as whole, (i) during the three years preceding the date of this Agreement, no written claim of invalidity or conflicting ownership rights with respect to any Company Intellectual Property that is registered, issued owned by the Company or any of its Subsidiaries (the “Company Owned Intellectual Property”) has been made by a third party to the Company and no such Company Owned Intellectual Property is the subject of a any pending application or, to the Company’s knowledge, threatened action, suit, claim, investigation, arbitration, interference, petition to cancel, reexamination, reissue, opposition or other similar proceeding, and, to the Company’s knowledge, no third party is infringing, misappropriating, or otherwise violating any of the Company Owned Intellectual Property, (ii) during the three years preceding the date of this Agreement, no Person has given written notice to the Company or any of its Subsidiaries that the use of any Company Intellectual Property by the Company or any of its Subsidiaries, or that any other activity by any of the foregoing, is or may be infringing or has or may have infringed any domestic or foreign registered patent, patent application, trademark, service mxxx, trade name, trade dress or copyright or design right, or that the Company or any of its Subsidiaries has misappropriated any trade secret or other confidential information, (iii) to the knowledge of the Company, the making, using, importation, offering for registration that is sale, selling, manufacturing, marketing, licensing, reproduction, distribution, or publishing of any method, process, machine, manufacture or product included in the Company Intellectual Property, or any other activity undertaken, by the Company or any of its Subsidiaries, does not infringe any domestic or foreign registered patent, patent application, trademark, service mxxx, trade name, trade dress, copyright or other Intellectual Property Right of any third party, and does not misappropriate any trade secrets or other confidential information of any third party, (iv) except as would not reasonably be expected to be material to the conduct business of the Company and of its Subsidiaries taken as a whole, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause the forfeiture or termination or give rise to a right of first offer, forfeiture or termination of any of the Company Intellectual Property or impair the right of Parent to make, use, sell, license or dispose of, or to bring any action for the infringement of, any Company Intellectual Property. (b) The Company and its Subsidiaries have taken all necessary and desirable actions to maintain and protect each item of the Intellectual Property Rights, except for failures to take such actions that, individually or in the aggregate, would not be reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole. The Company and its Subsidiaries have taken all reasonable precautions to protect the secrecy, as presently conducted. (b) To confidentiality, and value of its, trade secrets and the Knowledge proprietary nature and value of them included in the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is Rights, except for failures to take such precautions that, individually or in the aggregate, have not resulted in and would not reasonably be expected to be material to the conduct of the business of the Company and its Subsidiaries, taken as a whole. (c) Neither the Company nor any of its Subsidiaries is, nor, as presently conducteda result of the execution and delivery of this Agreement or its performance of its obligations hereunder, free and clear will be, in violation of all Liens (other than Permitted Liens)any agreement relating to the Intellectual Property Rights using in the business except for violations that individually or in the aggregate, except as has not had and would not reasonably be expected to havebe material to the business of the Company and its Subsidiaries taken as a whole. Immediately after the completion of the transactions contemplated by this Agreement, the Company will own all right, title and interest in and to or have a license to use all Intellectual Property Rights used in the business or that is necessary for the operation of the business on identical terms and conditions as the Company enjoyed immediately prior to such transactions, except for failures to own or have available for use that, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, would not reasonably be expected to the Knowledge of the Company, (i) the conduct of be material to the business of the Company and its Subsidiaries, Subsidiaries taken as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respectwhole. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(aSchedule 5.13(a) identifies (i) all Intellectual Property consisting of patents, patent applications, trademarks and service marks, logos, trade names, corporate names, copyrights, computer programs and software, domain names, and url's used in connection with the Business, (ii) each license, agreement or other permission which the Company Disclosure Letter sets forth a list has granted to any third party with respect to any Intellectual Property used in connection with the Business, and (iii) excluding readily available "off the shelf," "shrink wrapped" software, each item of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration any third party owns and that is material to the conduct of the business of the Company uses in connection with the Business pursuant to license, sublicense, agreement or permission (clauses (ii) and its Subsidiaries, taken (iii) are collectively referred to as a whole, as presently conducted"Licensed Intellectual Property"). (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, Schedule 5.13(b), (i) the conduct of the business of the Company and its Subsidiarieshas not interfered with, as presently conductedinfringed upon, does not infringe upon misappropriated or misappropriate the otherwise come into conflict with any Intellectual Property rights of third parties or committed any third party acts of unfair competition, and no claim is pending or asserted in writing since January 1, 2017 against the Company has not received any charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation, conflict or act of its Subsidiaries that unfair competition; (ii) the Company owns, has the right to use, sell, license and dispose of, and has the right to bring actions for the infringement of, and, where necessary, has made timely and proper application for, all Intellectual Property (other than the Licensed Intellectual Property) necessary or required for the conduct of the business Business as currently conducted and as proposed to be conducted and such rights to use, sell, license, dispose of and bring actions are exclusive with respect to such Intellectual Property; (iii) there are no royalties, honoraria, fees or other payments payable by the Company to any Person by reason of the Company and its Subsidiariesownership, as presently conducteduse, infringes upon license, sale or misappropriates any material disposition of the Intellectual Property rights of a third party and Property; (iiiv) no third party is infringing activity, service or violating procedure currently conducted or proposed to be conducted by the Company violates or will violate any agreement governing the use of Licensed Intellectual Property; (v) the Company has taken reasonable and practicable steps (including, without limitation, entering into confidentiality and nondisclosure agreements with all officers, directors and employees of, and consultants to, the Company with access to or knowledge of the Owned Intellectual Property in any material respect.Property) designed to safeguard and maintain the secrecy and confidentiality of, and their proprietary rights in, all Intellectual Property; (dvi) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice no patent, formulation, invention, device, application or principle nor any Law exists or, to protect and preserve the Owned Intellectual Property. (e) Except as has not had and knowledge of Seller, is pending or proposed that would not have or could reasonably be expected to have, individually have a Material Adverse Effect on the Business as presently conducted or as contemplated to be conducted; (vii) the Company has not sent to any third party in the aggregatepast five (5) years or otherwise communicated to another Person any charge, a Company Material Adverse Effectcomplaint, claim, demand or notice asserting infringement or misappropriation of, or other conflict with, any Intellectual Property right of the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice by such other Person or any acts of unfair competition by such other Person, nor, to protect the confidentialityknowledge of Seller, integrity and security is any such infringement, misappropriation, conflict or act of their softwareunfair competition occurring or threatened; and (viii) the consummation of the transactions contemplated by the Documents will not result in a reduction, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored waiver or contained therein or transmitted thereby from other diminishment of any unauthorized use, access, or modificationmaterial legal right represented by the Company's Intellectual Property utilized in the Business.

Intellectual Property. (a) Section 3.20(a) of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except Except as has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.: (ci) Except as set forth on Section 3.20(c5.01(q)(i) of the Company Disclosure LetterSchedule sets forth a true and complete list of any and all of the patents and patent applications, trademark registrations and applications, registered copyrights and domain names, in each case, included in the Company Intellectual Property (“Scheduled Company IP”). The Company and its Subsidiaries are the sole and exclusive owners of all Company Intellectual Property, including all Scheduled Company IP, and hold all right, title and interest in such Company Intellectual Property and hold their rights under all Licensed Intellectual Property, in each case, free and clear of all Liens other than Permitted Liens and Liens that will be released at or prior to the Closing. None of the Company Intellectual Property, including Scheduled Company IP, has been adjudged invalid or unenforceable, in whole or part, and all Company Intellectual Property, including Scheduled Company IP, is subsisting and, to the Knowledge of the Company, valid and enforceable. (iii) Except as disclosed in Section 5.01(q)(ii) of the Company Disclosure Schedule, the Company and its Subsidiaries have not granted any license to any third party or agreed to pay to or receive from any third party any royalty in respect of any of such Scheduled Company IP, except with respect to licenses of commercially available off-the shelf software for a license fee of no more than $250,000 per year and any non-exclusive licenses granted in the ordinary course of business. (iii) The Company and its Subsidiaries own or have a valid and enforceable license to use all Intellectual Property used or held for use in, or otherwise necessary for, the conduct of the business of the Company and its Subsidiaries. The consummation by the Company and its Subsidiaries of the transactions contemplated by this Agreement will not alter, as presently conductedencumber (except with respect to any encumbrance constituting a Permitted Lien), does not infringe upon impair or misappropriate extinguish any of the Company Intellectual Property or any of the Company’s or its Subsidiaries’ rights under any of the Licensed Intellectual Property. (iv) To the Knowledge of the Company, the Company and its Subsidiaries do not, and the manufacturing, licensing, marketing, importation, offer for sale, sale or use of any third party products or services offered or sold in connection with the business of the Company and its Subsidiaries as currently conducted does not, infringe, misappropriate or otherwise violate, and, since the Applicable Date, has not infringed, misappropriated or otherwise violated, any Intellectual Property of any Person. (v) To the Knowledge of the Company, no claim Person is infringing, misappropriating or otherwise violating, or, since the Applicable Date, has infringed, misappropriated or otherwise violated, any Company Intellectual Property. (vi) There are no pending or, to the Knowledge of the Company, threatened, claims, proceedings or asserted in writing since January 1litigation (A) alleging infringement, 2017 against misappropriation or other violation by the Company or any of its Subsidiaries that of any third party Intellectual Property, (B) based upon, challenging or seeking to deny or restrict the conduct validity, enforceability or any of the business rights of the Company and or any of its Subsidiaries, as presently conducted, infringes upon Subsidiaries in or misappropriates to any material Company Intellectual Property rights of a third party and or Licensed Intellectual Property or (iiC) no third party asserting that any Person is infringing infringing, misappropriating or otherwise violating any of the Owned Company Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned or Licensed Intellectual Property. (evii) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the The Company and its Subsidiaries have taken commercially reasonable actions consistent steps to maintain, protect and enforce, as applicable, all Company Intellectual Property and their rights in and to all Licensed Intellectual Property, including maintaining and protecting the confidentiality of all Company Intellectual Property (including trade secrets and Software source code) the value of which to the Company and its Subsidiaries is contingent upon maintaining the confidentiality thereof and no such Intellectual Property (including trade secrets and Software source code) has been disclosed other than to Persons that are bound by written, valid, enforceable and binding confidentiality agreements (or equivalent obligations) and, to the Knowledge of the Company, no such agreement (or obligation) has been breached or violated. (viii) The Company and its Subsidiaries have appropriate procedures in place designed to provide that all Intellectual Property conceived, developed or reduced to practice by employees performing their duties for or on behalf of the Company and its Subsidiaries, and by any other Person performing research and/or development for or on behalf of the Company and its Subsidiaries, have been assigned to the Company and its Subsidiaries. To the extent that any Intellectual Property has been developed or created by any Person (including any current or former employee, officer, director, shareholder, independent contractor, representative, consultant, agent or supplier of the Company and its Subsidiaries) for or on behalf of the Company or its Subsidiaries, the Company and its Subsidiaries have a written, valid, enforceable and binding agreement with industry practice such Person pursuant to protect which such Person assigns or assigned to the confidentiality, integrity Company and security of their software, databases, systems, computer its Subsidiaries sole and telecommunications equipment, information technology, networks exclusive ownership and Internet sites any and all other right, title and interest such Person may have in and to any and all such Intellectual Property and, to the Knowledge of the Company, no such agreement has been breached or violated. (ix) The use and distribution of products and services by or on behalf of the Company and its Subsidiaries is in compliance with the terms and conditions of all applicable licenses for Open Source Software used by the Company and its Subsidiaries. The Company and its Subsidiaries have not used Open Source Software in a manner that would, under the applicable license, require Software included in the Company Intellectual Property that is used in the products and services of the Company and its Subsidiaries to be (i) made available or distributed to third parties in source code form, (ii) licensed to third parties for the purpose of making derivative works, (iii) licensed to third parties under terms that allow reverse engineering, reverse assembly or disassembly of any kind or (iv) redistributable to third parties at no charge. (x) The Software included in the Company Intellectual Property or exclusively licensed to the Company and its Subsidiaries performs in accordance with its functional, design and performance specifications and, to the Knowledge of the Company, there are no viruses, bugs, worms, Trojan horses, bombs, backdoors, clocks, timers or similar programs in any such Software. (xi) The Company and its Subsidiaries have developed and implemented privacy, cybersecurity compliance and information system programs that are in compliance with (A) all contractual obligations binding on the Company and its Subsidiaries and all Laws, in each case, relating to data privacy, data protection, security breach notification, and (B) the Payment Card Industry Data Security Standard (PCI DSS) version 3.2) (collectively, the “Privacy Requirements”) and the Company and its Subsidiaries are, and have at all times since the Applicable Date been, in compliance therewith. The Company and its Subsidiaries have not been charged with the violation of any Privacy Requirements and no Person or Governmental Authority has brought, or, to the Knowledge of the Company, threatened to bring, any claim, action, suit, investigation or proceeding against the Company or its Subsidiaries in relation to any actual unauthorized use, access, interruption, modification or corruption of any of the IT Assets (or any information or transactions stored or contained therein or transmitted thereby from thereby) or violation or breach of any Privacy Requirement. The IT Assets operate and perform in accordance with their specifications and otherwise in a manner that permits the Company and its Subsidiaries to conduct their business as currently conducted. The Company and its Subsidiaries have taken reasonable actions to protect the integrity and security of the IT Assets (and all information and transactions stored or contained therein or transmitted thereby) against any unauthorized use, access, interruption, modification or modificationcorruption. Except as set forth on Section 5.01(q)(xi) of the Disclosure Schedule, there has been no unauthorized use, access, interruption, modification or corruption of any of the IT Assets (or any information or transactions stored or contained therein or transmitted thereby). (xii) Since the Applicable Date, (A) the Company and its Subsidiaries have been in compliance with applicable Health Information Privacy and Security Laws; and (B) the Company and its Subsidiaries have not experienced any breach (as defined at 45 C.F.R. § 164.402 or under equivalent state Health Information Privacy and Security Laws) of “protected health information” (as defined at 45 C.F.R. § 160.103 or, in the case of equivalent state Health Information Privacy and Security Laws, as defined under the equivalent state Health Information Privacy and Security Law definition).

Intellectual Property. (a) Section 3.20(a) 3.19 of the Company Disclosure Letter Schedule sets forth a list true, complete and accurate list, as of the Execution Date, of all Owned Intellectual Property owned by a member of the Sasol Group that is registered, issued registered or the subject of to a pending application for registration and that is material primarily used in connection with the Business. (a) After giving effect to the transactions contemplated by the Business Separation Agreement, and the rights and services provided under the Transition Services Agreement: (i) all Intellectual Property owned by any member of the Sasol Group that is required for the conduct of the business of Business as currently conducted is included in the Assets or being made available under the Transition Services Agreement; (ii) the Company will own or have a valid and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the enforceable right to use all Intellectual Property that used in (unless the Parties otherwise agree in writing to replace the same) or necessary for the operation of the Business as currently operated. (b) No Intellectual Property included in the Assets (including under any Contract transferred through the Business Separation Agreement) is material to the conduct of used in the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens Sasol Group (other than Permitted Lienswith respect to the Assets or use in connection with third party licensor improvement exchanges in accordance with the terms of the applicable license agreements), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (ci) Except as set forth on Section 3.20(c) of the Company Disclosure LetterThere are no pending or, to the Knowledge Existing Member’s Knowledge, threatened claims by any Person alleging infringement or misappropriation by a member of the CompanySasol Group in connection with construction or operation of any of the Assets used in connection with the Business or products manufactured by the Business, (iii) the current conduct of the business Business does not infringe, misappropriate or violate, and has not in the three (3) years prior to the date hereof infringed, misappropriated or violated, any Intellectual Property of any Person, (iii) no member of the Company and Sasol Group has made any claim of a violation or infringement, or misappropriation by others of its Subsidiaries, as presently conducted, does not infringe upon rights to or misappropriate in connection with the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct on Section 3.19 of the business of the Company and its SubsidiariesDisclosure Schedule, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (iiiv) to the Existing Member’s Knowledge, no third party Person is infringing or violating misappropriating any of the Owned Intellectual Property included in any material respectthe Assets. (d) The Company and its Subsidiaries take commercially Sasol Group has taken steps reasonable steps consistent with industry practice under the circumstances to protect the confidentiality of any confidential information included in the Assets and preserve to secure ownership of any Intellectual Property included in the Owned Intellectual PropertyAssets developed by employees or contractors in the scope of their employment or engagement by the Sasol Group. (e) Except The Sasol Group owns, leases, licenses, or otherwise has sufficient rights to use all necessary software, hardware, databases, computer equipment, systems and other information technology tangible assets used in connection with the Business as currently conducted (collectively, “IT Assets”). The Sasol Group has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice designed to protect the confidentialitysecurity, confidentiality and integrity and of the IT Assets used for the operations of Business from unauthorized use, access, interruption, or modification. For the past two (2) years, to the Existing Member’s Knowledge, there have been no unauthorized intrusions or breaches of the security of, or unauthorized access to, any of their software, databases, systems, computer and telecommunications equipment, the IT Assets or any of the data or information technology, networks and Internet sites and all (including personal information or payment card data) stored or contained therein or transmitted thereby from any unauthorized accessed or processed thereby, in each case having a material impact on the Business. With respect to the Business, the Sasol Group is, and at all times has been, in compliance in all material respects with all applicable Laws relating to the collection, use, accessprocessing, distribution, or modificationprotection of data or otherwise relating to data privacy or information security.

Intellectual Property. The Company and the Subsidiary own or possess or have valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses, inventions, trade secrets and similar rights (a) Section 3.20(a) of the Company Disclosure Letter sets forth a list of all Owned "Intellectual Property that is registered, issued or the subject of a pending application Rights") necessary for registration that is material to the conduct of the business of the Company and its Subsidiariesthe Subsidiary as currently carried on and as described in the Registration Statement, taken as a whole, as presently conducted. (b) the Disclosure Package and the Prospectus. To the Knowledge knowledge of the Company, no action or use by the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to Subsidiary necessary for the conduct of its business as currently carried on and as described in the business of Registration Statement and the Company and its SubsidiariesProspectus will involve or give rise to any infringement of, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens)or license or, except as described in the Registration Statement, the Disclosure Package or the Prospectus, similar fees for, any Intellectual Property Rights of others. Neither the Company nor the Subsidiary has not had and received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to haveresult, individually or in the aggregate, in a Company Material Adverse Effect. Change (cA) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge knowledge of the Company, (i) the conduct there is no infringement, misappropriation or violation by third parties of any of the business Intellectual Property Rights owned by the Company or the Subsidiary; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company and its Subsidiaries, as presently conducted, does not infringe upon in or misappropriate the to any such Intellectual Property rights Rights, and the Company is unaware of any third party and no claim is pending or asserted in writing since January 1facts which would form a reasonable basis for any such claim, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to havewould, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Company Material Adverse EffectChange; (C) the Intellectual Property Rights owned by the Company or the Subsidiary and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company or the Subsidiary have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or the Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company or the Subsidiary has not received any written notice of such claim and its Subsidiaries have taken commercially the Company is unaware of any other facts which would form a reasonable actions consistent basis for any such claim that would, individually or in the aggregate, together with industry practice any other claims in this Section 2.34, reasonably be expected to protect result in a Material Adverse Change; and (E) to the confidentialityCompany’s knowledge, integrity and security no employee of their softwarethe Company or the Subsidiary is in or has ever been in violation in any material respect of any term of any employment contract, databasespatent disclosure agreement, systemsinvention assignment agreement, computer and telecommunications equipmentnon-competition agreement, information technologynon-solicitation agreement, networks and Internet sites and all information stored nondisclosure agreement or contained therein any restrictive covenant to or transmitted thereby from any unauthorized use, accesswith a former employer where the basis of such violation relates to such employee’s employment with the Company or the Subsidiary, or modificationactions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company or the Subsidiary which has not been patented has been kept confidential. Neither the Company nor the Subsidiary is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company or the Subsidiary has been obtained or is being used by the Company of the Subsidiary in violation of any contractual obligation binding on the Company or the Subsidiary or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons. Other than as set forth in the Registration Statement, the Disclosure Package or the Prospectus, neither the Company, nor the Subsidiary, has received claims for royalties or other compensation from individuals, including employees of the Company, who made inventive contributions to Company’s technology or products, and neither Company or the Subsidiary will have no obligation to pay royalties or other compensation to such individuals on account of such inventive contributions.

Intellectual Property. (a) Section 3.20(a3.16(a) of the Company Disclosure Letter sets forth a correct and complete list of of: all Owned Intellectual Property that is registered, issued applied for, filed or recorded with any Governmental Authority and all Non-Owned Intellectual Property. Except as, individually or in the subject of aggregate, has not had and would not reasonably be expected to have a pending application for registration that is Material Adverse Effect, (i) each material to the conduct item of the business Owned Intellectual Property listed in Section 3.16(a) of the Company and its SubsidiariesDisclosure Letter is, taken as a whole, as presently conducted. (b) To to the Knowledge of the Company, subsisting, valid and enforceable and (ii) the Company or one of its SubsidiariesSubsidiaries is the sole and exclusive owner of all right, as applicable, owns, is licensed title and interest in and to use or otherwise has the right to use all each item of material Owned Intellectual Property that is material to the conduct listed in Section 3.16(a) of the business of the Company and its SubsidiariesDisclosure Letter, taken as a whole, as presently conductedin each case, free and clear of all Liens (other than Permitted Liens), except as or has a valid and enforceable right to use each material item of Non-Owned Intellectual Property. (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to havehave a Material Adverse Effect, the Company Intellectual Property includes all of the Intellectual Property necessary for the operation of Company’s and its Subsidiaries’ businesses as conducted as of the date hereof. (c) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. , (ci) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, Subsidiaries as presently conducted, conducted as of the date hereof does not infringe upon infringe, misappropriate or misappropriate the otherwise violate any other Person’s Intellectual Property rights rights, (ii) except as set forth in Section 3.16(c) of the Disclosure Letter, during the six (6) years period prior to the date hereof, neither the Company nor any of its Subsidiaries has received any written threat of infringement, misappropriation or other violation from any third party with respect to the Company’s or any of its Subsidiaries’ use of any Intellectual Property and (iii) to the Knowledge of the Company, no Person is infringing, misappropriating or otherwise violating any Owned Intellectual Property, and no claim is pending such claims have been asserted or asserted threatened in writing since January 1, 2017 against any Person by the Company or any of its Subsidiaries that in the conduct of twelve (12) month period prior to the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respectdate hereof. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve Except as, individually or in the Owned Intellectual Property. (e) Except as aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, (i) no Person has gained unauthorized access to any of the Company’s or any of its Subsidiaries’ information technology systems, (ii) there has been no unauthorized access to any customer, employee and other personally identifiable information held by the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective vendors and (iii) the information and data processed and/or stored by the Company and or any of its Subsidiaries have taken commercially reasonable actions consistent in connection with industry practice to protect the confidentiality, integrity and security operation of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored its respective business has not been corrupted or contained therein or transmitted thereby from any unauthorized use, access, or modificationcompromised.

Intellectual Property. Except as set forth in the Disclosure Documents (and if not set forth therein, except as set forth on Schedule 3.11): (a) Section 3.20(a) The Company and the Company Subsidiaries own, free and clear of claims or rights or any other Person, with full right to use, sell, license, sublicense, dispose of, and bring actions for infringement of, or, to the knowledge of the Company, has acquired licenses or other rights to use, all Intellectual Property necessary for the conduct of its business as presently conducted (other than with respect to software which is generally commercially available and not used or incorporated into the Company’s products and open source software which may be subject to one or more “general public” licenses). All works that are used or incorporated into the Company’s or any of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that Subsidiaries’ services, products or services or products actively under development and which is registered, issued proprietary to the Company or such Company Subsidiary was developed by or for the Company or the subject of a pending application for registration that is material to Company Subsidiaries by the conduct current or former employees, consultants or independent contractors of the Company or the Company Subsidiaries or purchased or licensed by the Company or one or more Company Subsidiaries. (b) The business of the Company and its Subsidiaries, taken as a whole, the Company Subsidiaries as presently conducted. (b) To conducted and the Knowledge production, marketing, licensing, use and servicing of any products or services of the Company and the Company Subsidiaries do not, to the knowledge of the Company, infringe or conflict with any patent, trademark, copyright, or trade secret rights of any third parties or any other Intellectual Property of any third parties in any material respect. Neither the Company nor any Company Subsidiary has received written notice from any third party asserting that any Intellectual Property owned or licensed by the Company or one of its the Company Subsidiaries, as applicable, owns, is licensed to use or which the Company or any Company Subsidiary otherwise has the right to use, is invalid or unenforceable by the Company or such Company Subsidiary and, to the Company’s knowledge, there is no valid basis for any such claim (whether or not pending or threatened). (c) No claim is pending or, to the Company’s knowledge, threatened against the Company or any Company Subsidiary nor has the Company or any Company Subsidiary received any written notice or other written claim from any Person asserting that any of the Company’s or a Company Subsidiary’s present or contemplated activities infringe or may infringe in any material respect any Intellectual Property of such Person, and the Company is not aware of any infringement by any other Person of any material rights of the Company or any Company Subsidiary under any Intellectual Property Rights. (d) All licenses or other agreements under which the Company or any Company Subsidiary is granted Intellectual Property (excluding licenses to use software utilized in the Company’s or such Company Subsidiary’s internal operations and which is generally commercially available) are in full force and effect and, to the Company’s knowledge, there is no material default by any party thereto. The Company has no reason to believe that the licensors under such licenses and other agreements do not have and did not have all requisite power and authority to grant the rights to the Intellectual Property purported to be granted thereby. (e) All licenses or other agreements under which the Company or any Company Subsidiary has granted rights to Intellectual Property to others (including all end-user agreements) are in full force and effect, there has been no material default by the Company or any Company Subsidiary thereunder and, to the Company’s knowledge, there is no material default of any provision thereof relating to Intellectual Property by any other party thereto. (f) The Company and the Company Subsidiaries have taken all steps required in accordance with commercially reasonable business practice to establish and preserve their ownership in their owned Intellectual Property and to keep confidential all material technical information developed by or belonging to the Company or the Company Subsidiaries which has not been patented or copyrighted. To the Company’s knowledge, neither the Company nor any Company Subsidiary is making any unlawful use of any Intellectual Property of any other Person, including, without limitation, any former employer of any past or present employees of the Company or any Company Subsidiary. To the Company’s knowledge, neither the Company, any Company Subsidiary nor any of their respective employees has any agreements or arrangements with former employers of such employees relating to any Intellectual Property of such employers, which materially interfere or conflict with the performance of such employee’s duties for the Company or any Company Subsidiary or result in any former employers of such employees having any rights in, or claims on, the Company’s or any Company Subsidiary’s Intellectual Property. Each employee of the Company and of each Company Subsidiary is subject to the policies regarding confidentiality and proprietary information described in the Company’s current employee handbook, which policies are reasonably sufficient to protect the Intellectual Property interests of the Company or a Company Subsidiary in inventions created by its employees. The Company and each Company Subsidiary has obtained executed assignment agreements from any current or former employees with respect to the development by such employees of intellectual property that have become the subject of registered patents or of outstanding applications for registration. The Company and each Company Subsidiary has taken reasonable security measures to guard against unauthorized disclosure or use of any of its Intellectual Property that is material confidential or proprietary; and the Company has no reason to the conduct of the business believe that any Person (including, without limitation, any former employee or consultant of the Company or of any Company Subsidiary) has unauthorized possession of any of its Intellectual Property, or any part thereof, or that any Person has obtained unauthorized access to any of its Intellectual Property. The Company and each Company Subsidiary has complied in all material respects with its Subsidiaries, taken as a whole, as presently conducted, free and clear respective obligations pursuant to all agreements relating to Intellectual Property rights that are the subject of all Liens (other than Permitted Liens)licenses granted by third parties, except as for any non-compliance that has not had and or would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(a3.18(a) of the Company Disclosure Letter sets forth a true and complete list of all Owned Company Registered IP. All Company Registered IP is solely and exclusively owned by the Company or one of its Subsidiaries free and clear of all Liens (other than Permitted Liens), and neither the Company nor any of its Subsidiaries has received any written notice or claim challenging the validity or enforceability of any Company Registered IP that remains pending or unresolved. All Company Registered IP is subsisting and, to the Knowledge of the Company, to the extent registered or issued, valid and enforceable. (b) The Company and each of its Subsidiaries has taken commercially reasonable steps to maintain the confidentiality and enforceability of all Trade Secrets of the Company and its Subsidiaries, including taking commercially reasonable steps to safeguard any such information that is accessible through computer systems or networks. To the Knowledge of the Company, there has been no misappropriation of, unauthorized access to, use of, modification of, or breach of security relating to, Trade Secrets maintained by or on behalf of the Company or any of its Subsidiaries. (c) The Company and its Subsidiaries own, license or otherwise have a valid and enforceable right to use all Company Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct business of the Company and its Subsidiaries, taken as a whole. The consummation of the Transactions will not alter or impair the ownership or licensing of, or impact the validity of or any rights to use, such Intellectual Property and Intellectual Property Rights by the Company and its Subsidiaries. The business of the Company and its Subsidiaries as currently conducted (and as conducted in the past three (3) years) does not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any Third Party. Neither the Company nor any of its Subsidiaries has issued any notice or claim since January 1, 2016 that a Third Party is misappropriating, infringing or otherwise violating any Owned Company Intellectual Property and, to the Knowledge of the Company, no Third Party is misappropriating, infringing or otherwise violating any Owned Company Intellectual Property. No Owned Company Intellectual Property is subject to any outstanding Order, judgment, decree, agreement, or stipulation restricting or limiting any use or licensing thereof by the Company or any of its Subsidiaries. (d) The Company or its Subsidiaries solely and exclusively own all right, title and interest in and to (including the sole right to enforce) the Owned Company Intellectual Property that is material to the business of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has and have not had and would not reasonably be expected granted any license, covenant, release, immunity or other right with respect to have, individually or any Owned Company Intellectual Property to any Person other than (i) non-exclusive licenses of Intellectual Property granted in the aggregateordinary course of business in connection with sales, a Company Material Adverse Effectmarketing and promotional activities and (ii) non-exclusive cross-licenses of Intellectual Property to customers granted in the ordinary course of business. (ce) Except as set forth The Company and each Subsidiary has (i) complied in all material respects with its respective privacy policies and all applicable Laws relating to privacy and data security, including with respect to the collection, storage, transmission, transfer, disclosure and use of Personal Information, and (ii) implemented and maintained a data security plan which maintains effective and commercially reasonable administrative, technical and physical safeguards to protect the IT Assets and Personal Information against loss, damage and unauthorized access, use modifications or other misuse. There has been no material loss, damage or unauthorized access, use, modification or breach of security of the IT Assets or Personal Information maintained by or on Section 3.20(c) behalf of the Company Disclosure Letteror any of its Subsidiaries. Since January 1, 2014, no Person (including any Governmental Entity) has made any claim or commenced any action with respect to loss, damage or unauthorized access, use, modification or breach of security of Personal Information maintained by or on behalf of any of the Company or its Subsidiaries. Neither the execution, delivery or performance of this Agreement or the consummation of the Transactions will, or reasonably would be expected to, result in any violation of any privacy policy of the Company and its Subsidiaries or any applicable Law pertaining to privacy, data security or Personal Information. (f) To the Knowledge of the Company, (i) the conduct IT Assets do not contain any viruses, material bugs, worm, trap door, back door, Trojan horse, time bomb, drop dead device, vulnerabilities, faults or other devices or effects that reasonably would be expected to materially impair the operation of the business of IT Assets or to enable or assist any Person to access without authorization the IT Assets or any data or information in the IT Assets. The Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any each of its Subsidiaries periodically reviews patches, updates and hotfixes offered or recommended by the Company’s Third Party developers or suppliers of IT Assets and deploys such patches, updates and hotfixes that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) believes are commercially prudent. The Company and each of its Subsidiaries take has commercially reasonable steps consistent with industry practice disaster recovery plans, procedures and facilities in place that are designed to protect and preserve minimize the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or disruption of its business in the aggregate, a Company Material Adverse Effect, the Company and event of any material failure of its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationIT Assets.

Intellectual Property. (a) Section 3.20(aSchedule 4.15(a) of the Company Disclosure Letter sets forth a true and complete list of all Owned Intellectual Property that is registeredRegistered IP, issued indicating for each item the registration or application number, the subject of a pending registration or application for registration that is material to date, and the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conductedapplicable filing jurisdiction. (b) To All Company IP material to the Knowledge of the CompanyCompany Business is owned exclusively by, or exclusively licensed to, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all any Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) . Each item of the Company Disclosure LetterRegistered IP is subsisting and, to the Knowledge of the Company, (i) valid and enforceable, and is not subject to any outstanding order, judgment, decree or agreement adversely affecting the conduct of the business of the Company and Company’s or its Subsidiaries’ ownership or use of, as presently conductedor rights in or to, does not infringe upon or misappropriate the any such Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respectRights. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (ec) Except as has is not had and would not reasonably be expected to havebe material to the Company Business, individually (i) each of the Company and its Subsidiaries owns or has a valid right to use all Intellectual Property Rights that are used in and material to the Company Business, all of which rights shall survive the consummation of the transactions contemplated under this Agreement substantially unchanged; (ii) to the Knowledge of the Company, the conduct of the Company Business, including the development, manufacture, use, sale, commercialization or other exploitation of the products and services provided by the Company and its Subsidiaries, does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated in the aggregatepast three years, any Intellectual Property Rights of any third party; and (iii) to the Knowledge of the Company, no third party is infringing any Company IP. (d) Except as is not and would not reasonably be expected to be material to the Company Business, within the past three years, neither the Company nor any of its Subsidiaries has received any written claim, notice or invitation to receive a license which has not since been resolved (i) alleging or suggesting that the Company, any of its Subsidiaries or the conduct of the Company Material Adverse EffectBusiness infringes, misappropriates or otherwise violates the Intellectual Property Rights of any Person, or (ii) challenging the validity, enforceability or ownership of any Company IP. (e) The Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice measures to protect the confidentiality and value of all Trade Secrets (including any source code included in any Company Software) that are owned, used or held by the Company or any of its Subsidiaries and material to the operation of the Company Business. Except as is not and would not reasonably be expected to be material to the Company Business, no Trade Secrets (including any such source code) have been disclosed to any Person, or, to the Knowledge of the Company, otherwise discovered or accessed by any Person, in each case, except pursuant to written, valid agreements containing appropriate terms of confidentiality and non-disclosure which, to the Knowledge of the Company, have not been breached. (f) Except as is not and would not reasonably be expected to be material to the Company Business, none of the Company Software sold, licensed, conveyed or distributed by the Company or any of its Subsidiaries is subject to any obligation or condition under any license identified as an open source license by the Open Source Initiative (xxx.xxxxxxxxxx.xxx) (each, an “Open Source License”) that conditions the distribution of such Software on (i) the disclosure, licensing or distribution of any source code for any portion of such Software, (ii) the granting to other Persons of the right to make derivative works or other modifications to such Software, (iii) the licensing under terms that permit other Persons, other than by operation of Law, to reverse engineer, reverse assemble or disassemble such Software or portions thereof or interfaces therefor or (iv) the redistribution of such Software without payment. Except as is not and would not reasonably be expected to be material to the Company Business, neither the Company nor any of its Subsidiaries is in breach of any Open Source License. (g) Except as is not and would not reasonably be expected to be material to the Company Business, the IT Assets used in the operation of the Company Business (i) operate and perform as required by the Company and its Subsidiaries as presently conducted, (ii) have not materially malfunctioned or failed within the past three years, (iii) to the Knowledge of the Company, do not contain or make available any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement or destruction of, software, data or other materials, (iv) to the Knowledge of the Company, are otherwise free from any material bugs or defects, and (v) to the Knowledge of the Company, have not been subject to unauthorized use or access by any Person during the past three years. (h) Each of the Company and its Subsidiaries has implemented (i) commercially reasonable measures to protect the confidentiality, integrity and security of their software, databases, systems, computer its IT Assets and telecommunications equipment, information technology, networks and Internet sites and all the information stored or contained therein or transmitted thereby from any unauthorized use, access, interruption or modificationmodification by third Persons, and (ii) reasonable backup and disaster recovery technology processes that are substantially consistent with industry standards.

Intellectual Property. The Company and its Subsidiaries are the sole and exclusive (aas to any third party) owners or assignees of the entire right, title and interest (including the right to sxx for and damages resulting from past infringement) in and to the Intellectual Property set forth on Schedule 3.19(a), and are licensed perpetually and without royalty or other payment obligations to third parties to the Intellectual Property set forth on Schedule 3.19(b). The Company and its Subsidiaries own or have the rights to use, free and clear of any Liens, but subject to any existing licenses or other grants of rights to third parties (to the extent set forth in Section 3.20(a3.19(a) or 3.19(b) of the Company Disclosure Letter sets forth a list of Schedule), all Owned Intellectual Property that as is registerednecessary and sufficient (i) for their businesses as currently conducted and (ii) for the manufacture, issued or the subject of a pending application for registration that is material to the conduct use and sale of the business of products currently marketed and the products currently in development, by the Company and its Subsidiaries, taken as a whole, as presently conducted. Subsidiaries (b) To the Knowledge of the Companycollectively, the “Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken Rights ”). Except as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. , (ca) Except as there is no Proceeding pending, or to the Company’s Knowledge threatened, (i) alleging infringement, misappropriation, violation or dilution by the Company or its Subsidiaries of any Intellectual Property of a third party or challenging the validity, enforceability, ownership or use of any of the Intellectual Property set forth on in Section 3.20(c3.19(a) or 3.19(b) of the Company Disclosure Letter, to Schedule or the Knowledge Company Intellectual Property Rights therein and (ii) by the Company or its Subsidiaries alleging infringement or misappropriation of the Company, any Intellectual Property against a third party; (ib) the conduct manufacture, use and sale of the business of the Company and its Subsidiaries, as presently conducted, products does not infringe upon or misappropriate the Intellectual Property rights of any third party and party, and, to the Company’s Knowledge, the Company Intellectual Property Rights are not being infringed by any third party; (c) no claim is pending Company Intellectual Property Right will terminate or asserted in writing since January 1, 2017 against cease to be a valid right of the Company or any of its Subsidiaries that the conduct by reason of the business execution and delivery of this Agreement by the Company, the performance of the Company of its obligations hereunder, or the consummation by the Company of the Merger; (d) the Company has not granted any license, sublicenses or any other rights in, to or under the Intellectual Property and its Subsidiaries(e) to the Company’s Knowledge, all necessary registration, maintenance, and renewal fees in connection with Company Intellectual Property (including any maintenance fees that are subject to a surcharge if paid during a grace period) have been paid and all necessary documents and certificates in connection therewith have been filed with the relevant patent, copyright, trademark, or other authority in the United States or in non-U.S. jurisdictions, as presently conductedthe case may be, infringes upon for the purpose of maintaining the registrations or misappropriates applications for registration. The Company has required all current and former employees of the Company, and consultants to the Company, in each case, (i) who were involved in the development of any material Intellectual Property rights by, or on behalf of, the Company, to execute agreements that provide for the assignment to the Company of a third party all inventions and developments relating to such Intellectual Property of the Company created by them in the course of their employment or consulting engagement with the Company to the Company, and (ii) no third party is infringing or violating who were in possession of any confidential information to execute written agreements prohibiting the disclosure of such confidential information of the Owned Company. As used in this Agreement, “Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have” means all patents, individually or in the aggregateinventions, a Company Material Adverse Effectcopyrights, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databasestrademarks, systemstrade names, computer service marks, logos, designs, and telecommunications equipmentother source identifiers, information technologydomain names, networks and Internet sites trade dress, trade secrets and all information stored or contained therein or transmitted thereby from other intellectual property and intellectual property rights of any unauthorized use, access, or modification.kind or

Intellectual Property. (a) Section 3.20(a) of The Company and the Company Disclosure Letter sets forth a list of Subsidiaries own, license or otherwise possess legally enforceable rights to use all Owned material Intellectual Property that is registered, issued used or the subject of a pending application for registration that is material necessary to the conduct of the business of the Company and its the Subsidiaries as currently conducted, or that would be used or necessary as such business is currently proposed to be conducted (excluding currently-available, off-the-shelf software programs that are licensed by the Company pursuant to “shrink wrap” licenses). (b) The execution and delivery of this Agreement and consummation of the transactions contemplated hereby will not result in the breach of, or create on behalf of any third party the right to terminate or modify, (i) any license, sublicense or other agreement relating to any Intellectual Property owned by the Company or any of the Subsidiaries that is material to the business of the Company and the Subsidiaries, taken as a whole, including software that is used in the development or manufacture of or forms a part of any product or service sold by or expected to be sold by the Company or any of the Subsidiaries, but excluding generally commercially available software programs (such Intellectual Property, the “Company Intellectual Property”) or (ii) any license, sublicense and other agreement as presently conductedto which Company or any of the Subsidiaries is a party and pursuant to which the Company or any of the Subsidiaries is authorized to use any third party Intellectual Property that is material to the business of the Company and the Subsidiaries, taken as a whole, including software that is used in the development or manufacture of or forms a part of any product or service sold by or expected to be sold by the Company or any of the Subsidiaries, but excluding generally commercially available software programs (such Intellectual Property, the “Company Third Party Intellectual Property”). Section 3.12(b)(i) of the Company Disclosure Schedule sets forth a complete and accurate list of Company Intellectual Property (other than unregistered copyrights, trade secrets and confidential information) and Section 3.12(b)(ii) sets forth a complete and accurate list of all Company Third Party Intellectual Property. (bc) All patents and registrations and applications for Trademarks, service marks and copyrights which are held by the Company or any of the Subsidiaries and that are material to the business of the Company and the Subsidiaries, taken as a whole, are valid and subsisting. The Company and the Subsidiaries have taken reasonable measures to protect the proprietary nature of the Company Intellectual Property. To the Knowledge of the Company, no other Person or entity is infringing, violating or misappropriating any of the Company Intellectual Property or Company Third Party Intellectual Property. (d) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct none of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon products previously or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against currently sold by the Company or any of its the Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing business or violating activities previously or currently conducted by the Company or any of the Owned Subsidiaries infringes, violates or constitutes a misappropriation of, any Intellectual Property in of any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, third party. Neither the Company and its nor any of the Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentialityhas received any written complaint, integrity and security of their softwareclaim or notice alleging any such infringement, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored violation or contained therein or transmitted thereby from any unauthorized use, access, or modificationmisappropriation.

Intellectual Property. (a) Section 3.20(aExcept as provided in Part 3.1(o) of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted.Letter: (b1) To the Knowledge best of the knowledge of the Company, the Company and its subsidiaries own or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has have the right to use all Intellectual Property that is material to the conduct of the business of (as hereinafter defined) necessary for the Company and its Subsidiaries, taken subsidiaries to conduct their business as a whole, as presently conducted, free it is currently conducted and clear of all Liens (other than Permitted Liens), except as has consistent with past practice and such ownership and right to use shall not had and would not reasonably be expected to have, individually or in affected by the aggregate, a Company Material Adverse Effecttransactions contemplated by this Agreement. (c2) Except as set forth on Section 3.20(cin Part 3.1(o) of the Company Disclosure Letter, to the Knowledge best of the knowledge of the Company, (i) the conduct all of the business of Intellectual Property used by the Company and its Subsidiariessubsidiaries is subsisting and unexpired, as presently conductedfree of all Liens, other than Liens that would not have a Material Adverse Effect on the Company, and has not been abandoned; and (ii) does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted party. Except as set forth in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct Part 3.1(o) of the business Disclosure Letter, (i) none of the Intellectual Property owned by the Company and its Subsidiariessubsidiaries is the subject of any license, as presently conductedsecurity interest or other agreement granting rights therein to any third party (except for contracts relating to data, infringes upon databases or misappropriates software licensed to third parties in the ordinary course of the Company's or its subsidiaries' businesses); (ii) no judgment, decree, injunction, rule or order has been rendered by any material governmental entity which would limit, cancel or question the validity of, or the Company's or its subsidiaries' rights in and to, any Intellectual Property owned by the Company; (iii) the Company has not received notice of any pending or threatened suit, action or proceeding that seeks to limit, cancel or question the validity of, or the Company's or its subsidiaries' rights in and to, any Intellectual Property; and (iv) the Company and its subsidiaries take reasonable steps to protect, maintain and safeguard the Intellectual Property owned by the Company, including any Intellectual Property for which improper or unauthorized disclosure would impair its value or validity, and have caused their employees to execute agreements in connection with the foregoing. (3) For purposes of a third party this Agreement "Intellectual Property" shall mean all material rights, privileges and priorities provided under U.S., state and foreign law relating to intellectual property, including (i) all (A) inventions, discoveries, processes, formulae, designs, methods, techniques, procedures, concepts, developments, technology, new and useful improvements thereof and know-how relating thereto, whether or not patented or eligible for patent protections; (B) copyrights and copyrightable works, including computer applications, programs, software, databases and related items; (C) trademarks, service marks, trade names, and trade dress, the goodwill of any business symbolized thereby, and all common-law rights relating thereto; and (D) trade secrets and other confidential information; and (ii) no third party is infringing all registrations, applications, recordings, and licenses or violating any of other similar agreements related to the Owned Intellectual Property in any material respectforegoing. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(a) of The Company owns or otherwise holds the Company Disclosure Letter sets forth a list of right to use all Owned Intellectual Property that is registered, issued or the subject of a pending application Rights necessary for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken Subsidiaries as a whole, as presently conducted. currently conducted (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens“Necessary IP Rights”), except as has not had and where the failure to own or hold such rights would not reasonably be expected to havehave a Company Material Adverse Effect. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement will not (i) encumber or extinguish any Necessary IP Rights, individually or (ii) result in the aggregatecreation of any Lien with respect to any Company IP, (iii) result in the loss or impairment of Company IP or payment of any additional amounts (other than amounts payable by the Company and its Subsidiaries in the ordinary course) nor require the consent of any Third Party in respect of the Company’s or any of its Subsidiary’s right to own, use or hold for use any of the Company IP, or (iv) result in the Company or any of its Subsidiaries being required to procure from Parent or any of Parent’s Subsidiaries a license to or covenant not to assert Parent’s Intellectual Property, except in each case under subsections (i) through (iv) of this Section 4.20(a) where such encumbrance or result would not reasonably be expected to have a Company Material Adverse Effect. (cb) Except as set forth on Section 3.20(c) of To the Company Disclosure Letter, to the Knowledge knowledge of the Company, (i) the conduct as of the business date hereof, there are no Proceedings arising from alleged infringement or misappropriation of any Intellectual Property Rights of any Person by the Company and or its Subsidiaries. During the two (2) year period preceding the date hereof, as presently conducted, does not infringe upon or misappropriate neither the Company nor its Subsidiaries has received written notice from any Third Party alleging infringement of Third Party Intellectual Property rights or requesting that Company or its Subsidiaries purchase a license to Third Party Intellectual Property Rights to avoid a claim of infringement of such Intellectual Property Rights. (c) The Company IP is free and clear of any third party and no claim is pending or asserted in writing since January 1Lien, 2017 against other than outbound licenses granted by the Company or any of its Subsidiaries that in the conduct ordinary course, and there are no restrictions on the transfer of the Necessary IP Rights, the Company IP or the Company Products or on offering the Company’s or any of its Subsidiary’s services, including any restrictions that would impair in any respect Parent’s ability to operate the business immediately after the Effective Time as a result of the Company and its Subsidiariestransactions contemplated by this Agreement, except with respect to such restrictions as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (d) Section 4.20(d)(i) of the Company Disclosure Schedule contains a true and complete list in all material respects of all Registered IP and Section 4.20(d)(ii) of the Company Disclosure Schedule contains a true and complete list in all material respects of all material unregistered trademarks used by the Company or any of its Subsidiaries in offering Company Products or services, if any, in each case as of the date of this Agreement. To the knowledge of the Company, all Registered IP (other than applications therefor) is valid, enforceable and subsisting. The Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to maintain and protect the confidentialityCompany IP, integrity including requiring current executive officers and security current employees that have or have had a material role in the development of their softwarethe Company Products, databasesservices and material Company IP to execute confidentiality and intellectual property assignment agreements. (e) With respect to Contracts relating to Intellectual Property Rights, systems(i) Section 4.20(e)(i) of the Company Disclosure Schedule, lists all Contracts pursuant to which the Company or any of its Subsidiaries is currently licensed or otherwise has acquired the right to use material Third Party Intellectual Property Rights (excluding non-exclusive, generally commercially available, off-the-shelf software programs) including without limitation (A) material Third Party Intellectual Property Rights in computer software programs that are incorporated into or bundled by the Company or any of its Subsidiaries with any of the Company Products and telecommunications equipment(B) rights granted by Third Parties to market, information technologyresell or distribute the products, networks technology or services of any Third Party, and Internet sites (ii) Section 4.20(e)(ii) of the Company Disclosure Schedule lists all Contracts pursuant to which Company or any of its Subsidiaries has granted any Third Party rights under or to any Company Products or services other than pursuant to or substantially in the form of Company’s standard outbound form Contracts (“Standard Outbound Contracts”) and pursuant to which the Company or any of its Subsidiaries received license revenues exceeding $250,000 (determined on the basis of aggregate payments to the Company or any of its Subsidiaries over the four consecutive fiscal quarter period ended March 31, 2008). The Company has provided Parent with copies of its form of Standard Outbound Contracts. (f) Section 4.20(f) of the Company Disclosure Schedule contains a true and complete list of all information stored current versions of Company Products. (g) Except with respect to source code escrow agreements with Third Party escrow agents in effect as of the date hereof, Third Party contractors and consultants working on behalf of Company or contained therein its Subsidiaries while being subject to written confidentially obligations that prohibit unauthorized use or transmitted thereby from distribution of the proprietary source code of the Company or any unauthorized useof its Subsidiaries or as disclosed in Section 4.20(g) of the Company Disclosure Schedule, accessno Company source code (excluding Open Source Materials) included in any Company Products has been delivered, licensed, or modificationis subject to any source code escrow obligation by the Company or its Subsidiaries to a Third Party, and neither the Company nor any of its Subsidiaries is under any contractual obligation to disclose or deliver to any Third Party any Company source code (excluding Open Source Materials) included in any Company Products or used to provide services to the customers of the Company or any of its Subsidiaries. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement alone will not result in or cause a release from escrow or other disclosure or delivery to any Third Party of any such source code that is a material part of the Company Products or that has been used to provide services to the customers of the Company or any of its Subsidiaries. (h) The Company and its Subsidiaries have used commercially reasonable efforts to (i) identify Open Source Materials (as defined below) and (ii) to avoid the unauthorized use of Open Source Materials in Company Products. Section 4.20(h) of the Company Disclosure Schedule sets forth a list describing the Open Source Materials used by the Company and its Subsidiaries in any Company Product and the applicable licenses or website address at which such license is available. Neither the Company nor its Subsidiaries is required to disclose or distribute in source code form any material Company IP into which such Open Source Materials has been incorporated or to make the Company Products available for free as the result of having incorporated any Open Source Materials into such Company Products, except as where such disclosure or distribution of Company IP would not reasonably be expected to have a Material Adverse Effect. “Open Source Materials” means all computer software or other material that is distributed as “open source software” or under a similar open source licensing or distribution model, including, but not limited to, the GNU General Public License (GPL), GNU Lesser General Public License (LGPL) and Mozilla Public License (MPL).

Intellectual Property. (a) Section 3.20(a) of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, Scripps owns, free and clear from all Encumbrances, the Company Patents; the Company possesses legally enforceable rights pursuant to a valid and enforceable written license, sublicense, agreement, or one of its Subsidiaries, as applicable, owns, is licensed permission to use or otherwise has the right to use intellectual property licensed by Company (“Licensed Intellectual Property”) through the IP License Agreement; Company is the valid licensee of all Licensed Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conductedProperty, free and clear of any and all Liens (Encumbrances and the Licensed Intellectual Property licensed by Company immediately prior to the Closing will be licensed or available for use by Buyer on identical terms and conditions immediately subsequent to the Closing hereunder, free and clear of any Encumbrances other than Permitted Liens), except obligations as has not had and would not reasonably be expected to have, individually or set forth in the aggregateIP License Agreement; neither the execution, a delivery, or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the loss or impairment of or payment of any additional amounts other than as provided for in the IP License Agreement, with respect to, or require the consent of any other Person in respect of, the right to own or use any Licensed Intellectual Property. Other than the IP License Agreement, there are no other royalty or licensing agreements relating to the Company Material Adverse Effector any other party with respect to the Licensed Intellectual Property or other arrangements or amounts owed to any parties with respect or relating thereto, whether conditioned on the achievement of milestones, passage of time or otherwise; and no amounts are owed under the IP License Agreement other than as provided therein. (cb) Except as set forth on Section 3.20(cIncluding (i) the importing of product into the United States, (ii) selling or using in the United States, a product made by a patented process, or (iii) such use of Licensed Intellectual Property which to the Knowledge of the Company Disclosure Letterconstitutes unfair competition or trade practice under the Laws of any jurisdiction, to the Knowledge of the Company, (i) the conduct use of the business of the Company Licensed Intellectual Property has not and its Subsidiaries, as presently conducted, does will not infringe upon or misappropriate any valid and enforceable intellectual property rights of third parties. The Company has never received any written charge, complaint, claim, demand, or notice alleging any such infringement or misappropriation with respect to the Licensed Intellectual Property (including any written claim that the Company must license or refrain from using any intellectual property rights of any third party). The Company is not a party and no to any past, nor is there any pending or, to Company's Knowledge, written threat, action, lawsuit, or other judicial, arbitral or administrative proceeding involving any Licensed Intellectual Property, including, without limitation, involving any claim is pending that Company infringed, misappropriated or asserted in writing since January 1, 2017 against violated the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property intellectual property rights of a any third party party. (c) The Company has taken steps to protect and (ii) no third party is infringing or violating any preserve the confidentiality of the Owned all confidential Licensed Intellectual Property in any material respectProperty. (d) The To the Company’s Knowledge, the Company has complied with and is presently in compliance in all material respects, with all foreign, federal, state, local, governmental (including, but not limited to, the Federal Trade Commission and State Attorneys General), administrative, or regulatory Laws applicable to any Licensed Intellectual Property, and the Company shall take all steps necessary to ensure such compliance until Closing. (e) To the Company’s Knowledge, there are no licenses, settlement agreements, covenants not to xxx or other agreements in which the Company or any Company predecessor has granted any rights or interest in or to, or permitted use of, any material Licensed Intellectual Property by any third party or affiliate. (f) To the Company’s Knowledge, the Licensed Intellectual Property is valid and enforceable and in full force; the Licensed Intellectual Property: (i) is not subject to any opposition, cancellation, interference, reissue, reexamination, derivation, revocation or post-grant proceeding and, to the Knowledge of the Company, no such proceeding is or has been threatened in writing; (ii) has not expired, lapsed, or become expressly abandoned (iii) are validly applied for; and (iv) are not the subject of any judicial, administrative or arbitral order, award, decree, injunction, lawsuit, proceeding or stipulation, or of any other proceeding or action pending before any Governmental Authority anywhere in the world other than those in the ordinary course of patent prosecution; all required filings and fees related to the Licensed Intellectual Property applications have been timely submitted with and paid to the relevant Governmental Authorities; and all maintenance fees and annuities required with respect to such Licensed Intellectual Property to date have been timely paid in full. (g) To the Company's Knowledge: the Company and its Subsidiaries take commercially reasonable steps consistent all prior and current owners of any Licensed Intellectual Property have (A) complied with industry practice the duty of candor and disclosure to protect the United States Patent and preserve Trademark Office and analogous Laws outside the Owned United States with respect to Licensed Intellectual Property; (B) not knowingly misrepresented or failed to disclose any fact or circumstance (including, with respect to Company Patents, the name of any inventor of subject matter claimed in any Company Patent) in connection with the prosecution of any Licensed Intellectual Property; and (C) not otherwise knowingly engaged in any conduct, or failed to perform any act, the result of which could reasonably be expected to adversely affect the validity, enforceability, or ownership of any Licensed Intellectual Property. (eh) Except as has not had and would not To the Company's Knowledge: no fact or circumstance exists that could reasonably be expected to haveotherwise adversely affect the ownership of any Licensed Intellectual Property. (i) The Company has not sent any notice to or asserted or threatened any action or claim against any third party involving or relating to the Licensed Intellectual Property and, individually to the Company's Knowledge, at no time has any Person infringed or misappropriated any Licensed Intellectual Property. (j) The Company has not made a previous assignment, transfer, or agreement in conflict herewith or constituting a present or future assignment of or encumbrance of any of the Licensed Intellectual Property and has not granted any license or sublicense of any material rights under or with respect to any Licensed Intellectual Property. (k) Company acknowledges that it and any of its direct or indirect owners and Affiliates who assisted in the aggregatecreation and development of the Licensed Intellectual Property, a (i) retain no ownership interest or right to use the Licensed Intellectual Property other than as may be provided under the Xxxx-Xxxx Act or any similar foreign statute, regulation or rule; (ii) have granted an irrevocable assignment of any ownership interest may have in or to such Licensed Intellectual Property; and (iii) irrevocably waive any right or interest, including any moral rights, regarding any such Licensed Intellectual Property, to the extent permitted by applicable Law other than as may be provided under the Xxxx-Xxxx Act or any similar foreign statute, regulation or rule. Except for Scripps, no Licensed Intellectual Property is co-owned by, exclusively licensed to, or otherwise controlled by any other Person, including any current or former employee, officer, director, consultant, contractor, scientist or inventor or clinical or research partner of or associated with the Company Material Adverse Effectother than as may be provided under the Xxxx-Xxxx Act or any similar foreign statute, regulation or rule. The Company does not owe any compensation or remuneration (other than the general compensation for employment or services) to any current or former employee, officer, director, consultant, contractor, scientist or inventor for any Licensed Intellectual Property other than under the IP License Agreement. (l) By executing and performing its obligations under this Agreement, the Company is not in violation of any agreement between the Company and its Subsidiaries have taken commercially reasonable actions consistent any third party relating to any of the Licensed Intellectual Property. (m) Neither the Company nor, to the Company's Knowledge, Scripps, is in breach of or default under, and neither has provided or received any notice of any intention to terminate, the IP License Agreement, and to the Company’s Knowledge, no event or circumstance has occurred that, with industry practice to protect notice or lapse of time or both, would constitute an event of default under the confidentiality, integrity IP License Agreement or result in a termination or cancelation thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder; the assignment of the IP License in this Agreement was completed in accordance with the terms of the IP License Agreement; and security of their software, databases, systems, computer the IP License Agreement is in full force and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationeffect.

Intellectual Property. (a) Section 3.20(a) of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken Except as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not have or be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect, and except for Permitted Liens, the Company or a Company Subsidiary owns free and clear of all Liens or has the defensible right to use, whether through ownership, licensing or otherwise, all material Intellectual Property used in the businesses of the Company or any Company Subsidiary (“Company Intellectual Property”) in each case in the same form and substantially the same manner as such Company Intellectual Property is used in connection with such businesses as conducted on the date hereof. Except as would not have or be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (a) as of the date hereof, no written claim of invalidity or conflicting ownership rights has been made or, to the Company’s knowledge, threatened by a third party with respect to any Company Intellectual Property owned by the Company or a Company Subsidiary (“Company-owned Intellectual Property”) and no Company-owned Intellectual Property is the subject of any pending or, to the Company’s knowledge, threatened action, suit, claim, investigation, arbitration or other proceeding challenging the Company’s ownership rights in such Company-owned Intellectual Property, (b) as of the date hereof, to the knowledge of the Company, no registration for any Company-owned Intellectual Property has been cancelled, abandoned or adjudicated invalid, (c) as of the date hereof, no Person has given written notice to the Company or any Company Subsidiary that the use of any Company Intellectual Property by the Company, any Company Subsidiary or, in the case of Company-owned Intellectual Property, any licensee, is infringing or has infringed any third party’s domestic or foreign rights in or to any Intellectual Property, or that the Company, any Company Subsidiary or any licensee of Company-owned Intellectual Property has misappropriated or improperly used or disclosed any trade secret, confidential or proprietary information or know-how, (d) to the Company’s knowledge, none of the Company-owned Intellectual Property has been or is currently being infringed, misappropriated or otherwise violated by any third party, (e) to the Company’s knowledge, there exists no prior act or current conduct or use by the Company, any Company Subsidiary or any third party that would void or invalidate any Company-owned Intellectual Property, (f) the Company and its Subsidiaries each Company Subsidiary have taken commercially reasonable actions consistent measures to safeguard the confidentiality and value of all Company-owned Intellectual Property comprising trade secrets or other confidential information, (g) no third party has any joint ownership interest in or to any Company-owned Intellectual Property and (h) the execution, delivery and performance of this Agreement and each ancillary agreement by the Company and the consummation of the Transactions will not breach, violate or conflict with industry practice any instrument or agreement concerning the Company’s or a Company Subsidiary’s use of any Company Intellectual Property, will not cause the forfeiture or termination or give rise to protect a right of forfeiture or termination of any rights in or to the confidentialityCompany Intellectual Property or impair the right of Parent or the Surviving Corporation to (i) use any Company Intellectual Property and (ii) make, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, accesssell, license or dispose of, or modificationto bring any action for the infringement of, any Company-owned Intellectual Property, all in the same form and manner as the Company or a Company Subsidiary has prior to the date hereof.

Intellectual Property. (a) Section 3.20(a) of All patents, patent applications, registered or unregistered trademarks, trade names or service marks, trademark, trade name or service mark xxxlications, logos, brandnames, copyrights, trade secrets, processes, permits, licenses, non- assertion rights, computer software and other proprietary information owned by, used by, granted to or licensed to the Company Disclosure Letter sets or any Subsidiary, are listed in Schedule 3.7. Except as set forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conductedin Schedule 3.7. (b) To the Knowledge of the Company, the Company or one the Subsidiaries have, and upon the consummation of its Subsidiariesthe transactions contemplated in this Agreement, as applicablewill have, ownsgood, is licensed clear, valid and marketable title to use and ownership of, or otherwise has the right to use use, all Intellectual Property that is material Property, subject to no Liens or Encumbrances. There are no claims or demands of any Person pertaining to the conduct Intellectual Property and no proceedings or litigation have been instituted, or are pending or, to the knowledge of any of the business Principal Shareholders, threatened, that challenge the rights of the Company and its or the Subsidiaries as to the title, ownership or use of the Intellectual Property or that in any manner affects the Company's or any of the Subsidiaries, taken as a whole', as presently conductedthe case may be, free rights in the Intellectual Property, including the Company's and clear the Subsidiaries' ability to enforce any rights they have to the Intellectual Property against others, or that prevents or restricts the company or the subsidiaries from using the Intellectual Property. The Company and the Subsidiaries have not been and are not now conducting their respective businesses in a manner that (a) violates any trademark, copyright, trade name, service mark xx patent of any other Person, or (b) requires any license from any other party that the Company or the Subsidiaries have failed to obtain. All licences and permits relating to the Intellectual Property are in full force and effect, no default exists thereunder and no event has occurred that, but for the passage of time, the giving of notice, or both would be a default thereunder, and the consummation of the transactions contemplated by this Agreement will not cause any termination or default thereunder. Set forth on Schedule 3.7 is a description of all Liens licenses fees, maintenance fees, filing fees and royalties (other than Permitted Liens), except as has not had and would not reasonably or the basis of the calculation thereof) required to be expected to have, individually paid now or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against future by the Company or any of its Subsidiaries that the conduct Subsidiaries, as the case may be, for the use and practice of any of the business Intellectual Property. The Intellectual Property constitutes all the intellectual property that is required for or used in the development, manufacture or marketing of all products presently produced, sold or distributed by the Company and the Subsidiaries. The trade secrets included in the Intellectual Property are within the control and safekeeping of the Company and its or the Subsidiaries, as presently conductedand have not been published or disclosed to any third party, infringes upon or misappropriates any material Intellectual Property rights except under adequate undertaking of a confidentiality by the third party and (ii) no third party is infringing to which publication or violating any disclosure has been made. Except as set forth in Schedule 3.7, all of the Owned Intellectual Property in any material respect. (d) The Company trademarks and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve service marks described therein have been duly registered or are the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or subject of pending registration applications in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationjurisdictions indicated in Schedule 3.7.

Intellectual Property. (ai) Section 3.20(a) of the Company Disclosure Letter sets forth a list of all Owned All registered or applied for material Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of owned by the Company and or any of its Subsidiaries, taken as a wholeof the date of this Agreement (together with all other Intellectual Property owned by the Company or any of its Subsidiaries, the “Company Intellectual Property”) is, to the Knowledge of the Company, valid, subsisting and enforceable. The Company and each of its Subsidiaries (i) solely owns, free and clear of all Liens, other than non-exclusive licenses entered into in the ordinary course of business, all right, title and interest in and to the Company Intellectual Property, and (ii) owns or has the right to use all other Intellectual Property used in the Company’s and such Subsidiaries’ businesses as presently conducted, except for any failures which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (bii) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company Company’s and its Subsidiaries, taken as a whole, ’ businesses as presently conductedconducted do not infringe, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually misappropriate or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate otherwise violate the Intellectual Property rights of any third party Person, and no claim is pending or Person has asserted in writing since January 1to the Company or any of its Subsidiaries within the six (6) months preceding the date of this Agreement that the Company or any of its Subsidiaries has infringed, 2017 misappropriated or otherwise violated its Intellectual Property rights. There is no litigation, opposition, cancellation, proceeding or claim pending, so asserted or, to the Company’s Knowledge, threatened (including “cease and desist” letters or requests to take a patent license) against the Company or any of its Subsidiaries that concerning (A) the conduct of the business ownership, validity, registrability, patentability, or enforceability of the Company and Intellectual Property, or (B) the infringement or misappropriation by the Company or any of its Subsidiaries, as presently conducted, infringes upon or misappropriates Subsidiaries of any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any party. To the Knowledge of the Owned Intellectual Property Company, no Person has infringed or misappropriated in any material respectmanner the Company Intellectual Property rights. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (eiii) Except as has not had and would not reasonably be expected to haveas, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the transactions contemplated by this Agreement will not impair the right, title or interest of the Company or any of its Subsidiaries in or to the Company Intellectual Property and all of the Company Intellectual Property will be owned or available for use by the Company and each of its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect immediately after the confidentiality, integrity and security Closing Date. (iv) For purposes of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.this Agreement,

Intellectual Property. (a) Section 3.20(a) The Company and each of the Company Disclosure Letter sets forth a list of its Subsidiaries owns, or is licensed or otherwise possesses legally enforceable rights to use, all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to used in the conduct of the its business of the Company as currently conducted and its Subsidiaries, taken as a whole, as presently proposed to be conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, . Schedule 3.27 lists (i) the conduct of the business of the Company all patents, patent applications, trademarks, servicemarks, trademark and its Subsidiariesservicemark applications, as presently conducted, does not infringe upon copyrights and trade names owned or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against held by the Company or any of its Subsidiaries that and used in the conduct of its or their businesses, including the business jurisdictions in which each such Intellectual Property right has been issued or registered or in which any such application for such issuance or registration has been filed; (ii) all material written licenses, sublicenses and other agreements to which the Company or any of its Subsidiaries is a party and pursuant to which any Person (other than employees of the Company in the course of their employment) is authorized to use any such Intellectual Property rights; and (iii) all material written licenses, sublicenses and other agreements to which the Company or any of its Subsidiaries is a party and pursuant to which the Company or any of its Subsidiaries is authorized to use any third party patents, trademarks or copyrights, including computer software (“Third Party Intellectual Property Rights”) which are used in the businesses of the Company or the Subsidiaries or which form a part of any product or service of the Company or its Subsidiaries, all of which are in full force and effect. The Company has delivered to the Purchaser correct and complete copies of all such patents, registrations, applications, licenses and agreements and related documentation, all as amended to date. Neither the Company nor any of its Subsidiaries has agreed to indemnify any Person for or against any infringement, misappropriation or other conflict with respect to any item of Intellectual Property that the Company owns or uses. Neither the Company nor any of its Subsidiaries is a party to any oral license, sublicense or agreement which, if reduced to written form, would be required to be listed in Schedule 3.27 under the terms of this Section 3.27. (b) Neither the Company nor any of its Subsidiaries will be, as a result of the execution and delivery of this Agreement or the performance of the Company Parties’ obligations under this Agreement, in breach of any license, sublicense or other agreement relating to its Intellectual Property or Third Party Intellectual Property Rights. (c) Neither the Company nor any of its Subsidiaries has been named in any suit, action or other proceeding which involves a claim of infringement of any Intellectual Property rights of any third party. The performance of the services offered by the Company and its Subsidiaries do not infringe on any Intellectual Property rights of any other Person, and to the best knowledge of the Company Parties, the Intellectual Property rights of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Subsidiaries (including the Third Party Intellectual Property rights Rights) are not being infringed by activities, products or services of a any third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respectparty. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(a) of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge knowledge of the CompanyCTI, the Company or one CTI and each of its Subsidiaries, as applicable, owns, is licensed to use subsidiaries owns or otherwise has the right valid and enforceable rights to use all Intellectual Property that is material to (as defined in the Security Agreement) used in the conduct of their respective businesses with regard to the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or Product in the aggregateTerritory, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate including without limitation the Intellectual Property rights used or held for use to develop, commercialize, market, make, import, and distribute the Product in the Territory (collectively, the “CTI Intellectual Property”). To the knowledge of CTI, the development, manufacture, sale, offer for sale use or importation of the Product does not infringe, misappropriate or misuse any Intellectual Property owned by a Third Party, and neither CTI nor any of its subsidiaries has received notice or other communication of any third party and no claim is pending actual or asserted in writing since January 1alleged infringement, 2017 against the Company misappropriation or unauthorized use of a Third Party’s Intellectual Property by CTI or any of its Subsidiaries that Affiliates with respect to the conduct Product. To the knowledge of CTI, no Third Party is infringing, misappropriating or making any unauthorized use of any CTI Intellectual Property. Neither CTI nor any of its subsidiaries has entered into any agreement or arrangement, and neither CTI nor any of its subsidiaries is subject to any judgment, order or decree of any court or governmental or regulatory body, limiting the business ability of CTI or its subsidiaries to exploit freely the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material CTI Intellectual Property rights or to transact business in any market in the Territory with any Third Party. There is no pending or, to the knowledge of a third party and (ii) CTI, threatened action, claim, suit, proceeding, investigation or arbitration before any court or any governmental or regulatory body challenging the validity, scope, ownership, or right to use the CTI Intellectual Property. There are no third party is infringing actions, claims, suits or violating proceedings by CTI or any of its subsidiaries against any Third Party regarding the Owned CTI Intellectual Property in or the Intellectual Property of such Third Party. CTI is not aware of any material respect. (d) The Company Intellectual Property owned or controlled by any Third Party, or of any facts, circumstances or events, that would materially impair or prevent CTI or its subsidiaries from developing, commercializing, marketing, making, importing, and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve distributing the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or Product in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationTerritory.

Intellectual Property. (ai) Section 3.20(a3.1(p)(i) of the Disclosure Schedule lists all registered and material unregistered trademarks and applications therefor, trade names, service marks, registered copyrights and applications therefor, patents and patent applications, if owned by or licensed to the Company Disclosure Letter sets forth a list or any of its Subsidiaries and indicating whether owned by or licensed to the Company or any of its Subsidiaries. To the Knowledge of the Company, all Owned patents and registered trademarks, trade names, service marks and copyrights held by the Company or any of its Subsidiaries are valid and subsisting. (ii) Each of the Company and its Subsidiaries owns, or is validly licensed or otherwise has the right to use, and solely with respect to that which is owned by the Company or its Subsidiaries free and clear of any Liens (including any third party distribution rights and reproduction rights), all Intellectual Property that is registered, issued used or deemed necessary by the subject of a pending application for registration that is material Company to carry on its business as currently conducted or currently proposed to be conducted. Such Intellectual Property constitutes all the Intellectual Property necessary to the conduct of the business of the Company and its SubsidiariesSubsidiaries as currently conducted or currently proposed to be conducted, taken as a wholeincluding, as presently conductedwithout limitation, the design, development, manufacture, use, import and sale of products and technology and the performance of services. (biii) To Except with respect to unpublished patent applications, foreign patents, and foreign patent applications of third parties, and unregistered trademarks of third parties, in respect of which the Company represents and warrants only to its Knowledge, none of the Company or any of its Subsidiaries has infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property or other proprietary information of any other Person. Except as disclosed in Section 3.1(p)(iii) of the Disclosure Schedule, (A) none of the Company or any of its Subsidiaries has received any charge, complaint, claim, demand or notice alleging any such infringement, misappropriation or other conflict or challenging the ownership, use, validity or enforceability of any Intellectual Property owned by, licensed to or otherwise used by the Company or any of its Subsidiaries nor, to the Knowledge of the Company, is there a reasonable basis for any such claim, (B) none of the Company or one any of its Subsidiaries is party to or the subject of any pending or, to the Knowledge of the Company, threatened, suit, claim, action, investigation or proceeding with respect to any such infringement, misappropriation or conflict, that has not been settled or otherwise fully resolved, (C) to the Knowledge of the Company, no other Person has infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property owned by, licensed to or otherwise used by the Company or any of its Subsidiaries, and (D) none of the Company or any of its Subsidiaries has received any opinion of counsel that a third party patent applies to any product produced, marketed, licensed, sold or distributed by the Company or any of its Subsidiaries. None of the Company or any of its Subsidiaries has brought any action, suit or proceeding for infringement of any Intellectual Property of the Company or any of its Subsidiaries, or for breach of any license or agreement involving any of such Intellectual Property, against any party, and to the Knowledge of the Company there is no unauthorized use, disclosure, infringement or misappropriation of any such Intellectual Property by any third party, including any employee or former employee of the Company or any of its Subsidiaries. (iv) Except as applicableset forth on Section 3.1(p)(iv) of the Disclosure Schedule, ownsneither the Company nor any of its Subsidiaries has transferred ownership of, is licensed to use or otherwise has the right to use all granted any exclusive license with respect to, any Intellectual Property that is material to or was owned by the Company or any Subsidiary and is necessary for the conduct of the business of the Company and or any of its Subsidiaries, taken Subsidiaries as a whole, as presently currently conducted or currently proposed to be conducted, free and clear to any third party. (v) There are no royalties, honoraria, fees or other payments payable by the Company or any of all Liens its Subsidiaries to any party (other than Permitted Liens), except as has not had salaries and would not reasonably be expected sales commissions payable to have, individually or employees in the aggregateordinary course of business) as a result of the ownership, use, possession, development, license-in, sale, marketing, advertising or other disposition of any Intellectual Property that is necessary for the conduct of the business of the Company or any Subsidiary as currently conducted or currently proposed to be conducted, and none shall become payable as a Company Material Adverse Effectresult of the consummation of the transactions contemplated by this Agreement. (cvi) Except as set forth on Section 3.20(c3.1(p)(vi) of the Disclosure Schedule contains a list of each current or former employee or consultant of the Company Disclosure Letterand its Subsidiaries who has not executed the Company’s standard form confidentiality agreement and ownership of invention agreement, each in the form delivered or Made Available to Parent. Each of the Company and its Subsidiaries has taken all reasonable and necessary steps (based on standard industry practices) to protect its Intellectual Property and rights thereunder and, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the no such rights to Intellectual Property rights have been lost or are in jeopardy of being lost as a result of any third party and no claim is pending act or asserted in writing since January 1, 2017 against omission by the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(a3.10(a) of the Company Disclosure Letter Schedule sets forth a list of all Owned material Intellectual Property owned by the Company or any of its Subsidiaries that is registered, issued patented or the subject of a pending to an application for registration that or patent (including the application and registration date, and the jurisdictions where such Intellectual Property is material to the conduct registered, patented or where applications have been filed, and all registration, patent or application numbers, as appropriate) as of the business of date hereof (the Company and its Subsidiaries, taken as a whole, as presently conducted“Company-Registered Intellectual Property”). (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, Except as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except , and as set forth on Section 3.20(c3.10(b) of the Company Disclosure Letter, to the Knowledge of the Company, Schedule: (i) the Company and its Subsidiaries own, license or otherwise possess valid and enforceable rights to use, sell and otherwise commercially exploit, as the case may be, all Intellectual Property necessary to the conduct of the business of the Company and its Subsidiaries, Subsidiaries as presently conducted; (ii) the Company and its Subsidiaries, does not infringe upon or misappropriate in the aggregate, are the exclusive owners of all right, title and interest in and to the Company Owned Intellectual Property, free and clear of all Liens (other than Permitted Liens); (iii) the Company Registered Intellectual Property rights is unexpired, subsisting and valid; (iv) none of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that has since August 28, 2009 made a claim of a violation, infringement, misuse or misappropriation by any Person, of their rights to, or in connection with, any Company Owned Intellectual Property; (v) there is no Order to which the conduct Company or any of its Subsidiaries is a party or, to the Knowledge of the business of Company, by which the Company and or any of its Subsidiaries is bound, that restricts the Company’s or its Subsidiaries, as presently conducted, infringes upon or misappropriates ’ rights to use any material Intellectual Property rights used by the Company or its Subsidiaries in the ordinary course of a third party and business consistent with past practices; (iivi) no third party is infringing or violating since August 28, 2009, neither the Company nor any of the Owned Intellectual Property its Subsidiaries has incorporated any “open source”, “freeware”, “shareware” or other software code having similar license restrictions or distribution models in any material respect. Company-owned software distributed by the Company or any of its Subsidiaries; and (dvii) The the Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect the confidentiality and preserve security of their software, databases, systems, networks and internet sites from any unauthorized use, access, interruption or modification by third parties, and neither the Company nor any of its Subsidiaries has since August 28, 2009 suffered a material security breach. (c) To the Knowledge of the Company, neither the use of the Company Owned Intellectual Property as currently used by the Company or any of its Subsidiaries in the conduct of the Company’s business, nor the conduct of the business as presently conducted by the Company or any of its Subsidiaries (including products and services of the Company and its Subsidiaries), infringes, dilutes, misappropriates or otherwise violates in any material respect the Intellectual Property rights of any Person. To the Knowledge of the Company, no Company-Owned Intellectual Property is being infringed, diluted, misappropriated or otherwise violated by any Person in any material respect, and no Actions by the Company or any of its Subsidiaries are pending against any third party in connection with any Company-Owned Intellectual Property. No Actions are pending or, to the Knowledge of the Company, threatened that challenge the rights of the Company or any of its Subsidiaries in, or the validity or enforceability of the Company-Owned Intellectual Property, and neither the Company nor any of its Subsidiaries has since August 28, 2009 been or is subject to any Order that may affect such rights. Except as set forth on Section 3.10(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has since August 28, 2009 received any written charge, complaint, claim, demand or notice alleging that the Company or any of its Subsidiaries has infringed, misappropriated, misused or otherwise violated the Intellectual Property Rights of any third party. (d) Except for license agreements delivered with the Company’s products and services in the ordinary course of business and license agreements that are commercially available relating to computer software licensed to the Company or any of its Subsidiaries in the ordinary course of business, Section 3.10(d) of the Disclosure Schedule sets forth a correct and complete list of each material license, sublicense, collaboration or other agreement to which the Company or any of its Subsidiaries is a party and pursuant to which any rights have been granted to or by the Company or any Subsidiary with respect to any Intellectual Property. (e) Except as set forth on Section 3.10(e) of the Disclosure Schedule, no Trade Secret or any other confidential, proprietary information where the preservation of confidentiality is material to the business of the Company or its Subsidiaries has not had been authorized to be disclosed, or to the Knowledge of the Company, has actually been disclosed by the Company or any of its Subsidiaries to any Person (including current and former employees, consultants and contractors of the Company and its Subsidiaries) other than pursuant to a confidentiality or non-disclosure agreement restricting the disclosure and the use thereof, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice security measures to protect the confidentialityconfidentiality of Trade Secrets and other confidential information of the Company and its Subsidiaries, integrity and security third party confidential information provided to the Company or its Subsidiaries that the Company or such Subsidiary is obligated to maintain in confidence. The Company and its Subsidiaries have in place and enforce in all material respects a practice whereby the Company and its Subsidiaries execute a valid written confidentiality and Intellectual Property assignment agreement with all of their softwareemployees, databasesconsultants, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationcontractors who may have developed material Intellectual Property.

Intellectual Property. (a) Section 3.20(a4.14(a) of the Company --------------------- Disclosure Letter Schedule sets forth a true and complete list of (i) all Owned Intellectual Property that is registeredU.S. and foreign patents and patent applications, issued (ii) all trademarks, servicemarks, trade names, brand names or the subject like, whether registered or unregistered (collectively, "Proprietary Names"), and registrations and applications for ----------------- registration of a pending application such Proprietary Names in all countries of the world, (iii) all copyright registrations and applications for registration of copyrights, and (iv) all Licenses (other than Licenses which were granted to third-parties in the ordinary course of business, consistent with past practice) that is material are owned or controlled (in the sense of having the right to the conduct of the business of license others) by the Company and any of its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on in Section 3.20(c4.14(b) of the Company Disclosure Letter, to the Knowledge of the Company, Schedule: (i) the conduct of the business of the Company and its Subsidiaries, the Subsidiaries as presently currently conducted, does the use of the Company Owned Intellectual Property and the Company Licensed Intellectual Property in connection therewith and the Company's transmission, use, linking and other practices related to its web sites, the content thereof and the advertisements contained therein, do not conflict with, infringe upon upon, misappropriate or misappropriate otherwise violate the Intellectual Property rights of any third party party, and no claim is pending or has been asserted in writing since January 1, 2017 against to the Company or any of its Subsidiaries Subsidiary that the conduct of the business of the Company and its Subsidiaries, the Subsidiaries as presently conductedcurrently conducted conflicts with, infringes upon or may infringe upon, misappropriates any material or otherwise violates the Intellectual Property rights of a any third party and party; (ii) no third party with respect to each item of Intellectual Property owned by the Company or a Subsidiary ("Company Owned ------------- Intellectual Property"), the Company or a Subsidiary is infringing or violating any the exclusive owner of --------------------- the entire unencumbered right, title and interest in and to such Company Owned Intellectual Property and is entitled to use such Company Owned Intellectual Property in the continued operation of its respective business without limitation; (iii) with respect to each item of Intellectual Property licensed to the Company or a Subsidiary pursuant to a License ("Company Licensed ---------------- Intellectual Property"), the Company or a Subsidiary has the valid right to use --------------------- such Company Licensed Intellectual Property in the continued operation of its respective business in accordance with the terms of the license agreement governing such Company Licensed Intellectual Property; (iv) to the knowledge of the Company, the Company Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (v) to the knowledge of the Company, no person is engaging in any material respect. activity that infringes upon or misappropriates the Company Owned Intellectual Property; (dvi) The to the knowledge of the Company, each license of the Company Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (vii) to the knowledge of the Company, no party to any license of the Company Licensed Intellectual Property is in breach thereof or default thereunder; and (viii) neither the execution of this Agreement nor the consummation of any Transaction shall adversely affect any of the Company's and/or its Subsidiaries take commercially reasonable steps consistent Subsidiary's rights with industry practice respect to protect and preserve the Company Owned Intellectual Property or the Company Licensed Intellectual Property. (ec) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the The Company and its the Subsidiaries have taken commercially reasonable actions consistent steps in accordance with normal industry practice to protect maintain the confidentiality, integrity and security confidentiality of their software, databases, systems, computer trade secrets and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationother Intellectual Property.

Intellectual Property. (a) Section 3.20(a) of Seller has provided to Purchaser on the Company Disclosure Letter sets forth date hereof a true and complete list of all Owned material IT Assets and Seller has provided to Purchaser on the date hereof a true and complete list of all material Intellectual Property of the Acquired Companies as of the date hereof. The Acquired Companies are the exclusive owners or valid licensees of all their material Intellectual Property, free and clear of all Liens. (b) All registrations and applications for the Acquired Companies’ Intellectual Property that is registered, issued or are owned by the subject of a pending application for registration Acquired Companies and that is are used in and are material to the conduct of the business of the Company Acquired Companies as currently conducted are (i) valid, subsisting, in proper form and its Subsidiariesenforceable, taken as a wholeand have been duly maintained in all material respects, as presently conducted. (b) To including the Knowledge submission of all necessary filings and fees in accordance with the legal and administrative requirements of the Companyappropriate jurisdictions, the Company and (ii) have not lapsed, expired or one of its Subsidiariesbeen abandoned, as applicable, owns, is licensed to use or otherwise has the right to use all and no Intellectual Property that or any registration or application therefore is material to the conduct subject of any opposition, interference, cancellation proceeding or other legal proceeding (including litigation) or governmental proceeding before any Government Authority in any jurisdiction, or of any outstanding order, judgment, decree or agreement adversely affecting the ownership, validity, registrability, or enforceability of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually Acquired Companies’ Intellectual Property use thereof or in the aggregate, a Company Material Adverse Effectrights thereto. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, With respect to the Knowledge of the Company, Acquired Companies’ Intellectual Property: (i) the conduct Acquired Companies own and possess all right, title and interest in and to, or have a valid, binding and enforceable license to use, such Intellectual Property; (ii) no claim by any third party contesting the validity, enforceability, use or ownership of the business any of the Company and its Subsidiariessuch Intellectual Property has been made or, as presently conductedto Seller’s Knowledge, does not infringe is threatened; (iii) to Seller’s Knowledge, none of such Intellectual Property is being infringed upon or misappropriate the violated by any other person; and (iv) to Seller’s Knowledge, no Acquired Company has received any notices of any infringement or misappropriation by any third party with respect to such Intellectual Property and (iv) no Acquired Company has infringed, misappropriated or otherwise conflicted with any proprietary rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respectparties. (d) The Company and its Subsidiaries take commercially Acquired Companies have taken all reasonable steps consistent with industry practice measures to protect the secrecy, confidentiality and preserve value of all trade secrets required for, related to and used in each Acquired Company’s business, and to Seller’s Knowledge, such trade secrets have not been used, disclosed to or discovered by any Person except pursuant to valid and appropriate non-disclosure and/or license agreements, which have not been breached. To Seller’s Knowledge, no employee has any patents issued or applications pending for any device, process, design or invention of any kind now used or needed by any Acquired Company in the Owned furtherance of each Acquired Company’s business that have not been assigned to such Acquired Company. (e) To Seller’s Knowledge, no such employee’s performance of his or her employment activities violates the intellectual property or other rights of any Person. (f) No Acquired Company is in breach of any (i) material Software Contract or (ii) any material license, sublicense or other agreement relating to the IT Assets or its Intellectual Property, and the execution and delivery of this Agreement, or the performance of its obligations hereunder will not result in the breach of, or give rise to the termination, cancellation or acceleration (whether after the filing of notice or the lapse of time or both) of any right of any Acquired Company under, or a loss of any benefit to which an Acquired Company is entitled under, or the imposition of any obligation under, or a Lien on, any Software Contract, or license, sublicense or other agreement relating to the IT Assets or the Acquired Companies’ Intellectual Property. (eg) Except as No Acquired Company has not had and would not reasonably be expected to havegranted, individually transferred or assigned any right or interest in the aggregate, a Company Material Adverse Effectsoftware programs, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, accessTechnical Documentation, or modificationits Intellectual Property to any Person. To Seller’s Knowledge, no Acquired Company has infringed or misappropriated any IT Assets.

Intellectual Property. Except as specifically disclosed in the SEC Filings, (ai) Section 3.20(a) of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business each of the Company and its SubsidiariesSubsidiaries owns or possesses sufficient rights to use all patents, taken patent rights, trademarks, copyrights, licenses, inventions, mask works, trade secrets, trade names, know-how, moral rights, confidential and proprietary information, compositions of matter, formulas, designs and proprietary rights (collectively, “Intellectual Property”) described or referred to in the SEC Filings as owned or possessed by it or that are necessary for the conduct of its business as now conducted or as described in the SEC Filings, except where the failure to currently own or possess would not have a wholeMaterial Adverse Effect, as presently conducted. and (bii) To the Knowledge of to the Company’s knowledge, neither the Company nor any of its Subsidiaries is infringing, or has received any notice of or has any knowledge of any asserted infringement by the Company or one any of its SubsidiariesSubsidiaries of, as applicable, owns, is licensed any rights of a third party with respect to use or otherwise has the right to use all any Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to havethat, individually or in the aggregate, would have a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of . To the Company’s knowledge, (i) the conduct of the business of the Company and its Subsidiariesthere is no claim, as presently conductedaction or proceeding being overtly threatened against, does but which has not infringe upon been made or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1brought against, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and regarding its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property or infringement of other intellectual property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not which could reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. To the Company’s knowledge, no third party has any ownership right, title, interest, claim in or lien on any of the Intellectual Property and the Company has taken, and in the future the Company will use its Subsidiaries have taken commercially reasonable actions consistent with industry practice effort to protect take, all steps reasonably necessary to preserve its legal rights in, and the confidentialitysecrecy of, integrity and security of their softwareall the Intellectual Property. To the Company’s knowledge, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any there is no material unauthorized use, access, infringement or modificationmisappropriation of any Intellectual Property of the Company or any of the Subsidiaries by any third party.

Intellectual Property. 3.1 All Proprietary Information and all right, title and interest in and to any patents, patent rights, copyrights, trademark rights, mask work rights, trade secret rights, and all other intellectual and industrial property and proprietary rights that currently exist or may exist in the future anywhere in the world (acollectively “Rights”) Section 3.20(a) in connection therewith shall be the sole property of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registeredor its affiliates or related entities, issued or as the subject of a pending application for registration that is material case may be. I hereby assign to the conduct Company any Rights I may have or acquire in such Proprietary Information. At all times, both during my employment with the Company and after its termination, I will keep in confidence and trust and will not use or disclose any Proprietary Information or anything relating to it without the prior written consent of the business an officer of the Company except as may be necessary and its Subsidiaries, taken as a whole, as presently conductedappropriate in the ordinary course of performing my duties to the Company. The disclosure restrictions of this Agreement shall not apply to any information that I can document is generally known to the public through no fault of mine. Nothing contained herein will prohibit me from disclosing to anyone the amount my wages. (b) To 3.2 All Company Materials shall be the Knowledge sole property of the Company. I agree that during my employment with the Company, I will not remove any Company Materials from the business premises of the Company or one deliver any Company Materials to any person or entity outside the Company, except as I am required to do in connection with performing the duties of its Subsidiariesmy employment. I further agree that, as applicableimmediately upon the termination of my employment by me or by the Company for any reason, ownsor for no reason, is licensed or during my employment if so requested by the Company, I will return all Company Materials, apparatus, equipment and other physical property, and any reproduction of such property, excepting only (i) my personal copies of records relating to use my compensation and (ii) my copy of this Agreement. 3.3 I agree that all “Inventions” (which term includes patentable or otherwise has the right to use non-patentable inventions, original works of authorship, derivative works, trade secrets, trademarks, copyrights, service marks, discoveries, patents, technology, algorithms, computer software, application programming interfaces, protocols, formulas, compositions, ideas, designs, processes, techniques, know-how, data and all Intellectual Property that is material improvements, rights and claims related to the conduct of foregoing), which I make, conceive, reduce to practice or develop (in whole or in part, either alone or jointly with others) during my employment, shall be the business sole property of the Company and its Subsidiariesto the maximum extent permitted by Section 2870 of the California Labor Code. I hereby assign, taken as a wholewithout further consideration, as presently conducted, all such Inventions to the Company (free and clear of all Liens (other than Permitted Liensliens and encumbrances), and the Company shall be the sole owner of all Rights in connection therewith. No assignment in this Agreement shall extend to Inventions, the assignment of which is prohibited by Labor Code Section 2870, which states: Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except as has not had and would not reasonably be expected for those inventions that either: 1. Relate at the time of conception or reduction to havepractice of the invention to the employer’s business, individually or actual or demonstrably anticipated research or development of the employer. 2. Result from any work performed by the employee for the employer. I acknowledge that all original works of authorship which are made by me (in whole or in part, either alone or jointly with others) within the aggregatescope of my employment and which are protectable by copyright are “works made for hire,” as defined in the United States Copyright Act (17 USCA, a Company Material Adverse EffectSection 101). I will not disclose Inventions covered by this Section 3.3 to any person outside the Company, unless I am requested to do so by management personnel of the Company. (c) Except as set forth on Section 3.20(c) 3.4 I agree to disclose promptly to the Company all Inventions and relevant records, which records will remain the sole property of the Company. I further agree that all information and records pertaining to any idea, process, trademark, service xxxx, invention, technology, computer program, original work or authorship, design, formula, discovery, patent, or copyright that I do not believe to be an Invention, but is conceived, developed, or reduced to practice by me (in whole or in part, either alone or jointly with others) during my employment, shall be promptly disclosed to the Company Disclosure Letter(such disclosure to be received in confidence). I will also disclose to the Company all Inventions conceived, reduced to practice, used, sold, exploited or developed by me (in whole or in part, either alone or jointly with others) within one (1) year of the termination of my employment with the Company (“Presumed Inventions”); such disclosures shall be received by the Company in confidence, to the Knowledge extent they are not assigned to the Company in Section 3.3, and do not extend such assignment. Because of the difficulty of establishing when any Presumed Invention is first conceived or developed by me, or whether it results from access to Proprietary Information or the Company’s equipment, (i) facilities, and data, I agree that all Presumed Inventions and all Rights associated therewith shall be presumed to be Inventions subject to assignment under Section 3.3. I can rebut this presumption if I prove that a Presumed Invention is not an Invention subject to assignment under Section 3.3. 3.5 I agree to perform, during and after my employment, all acts deemed necessary or desirable by the conduct of Company to permit and assist it, at the business of Company’s expense, in evidencing, perfecting, obtaining, maintaining, defending and enforcing Rights or my assignment with respect to such Inventions in any and all countries. Should the Company be unable to secure my signature on any document necessary to apply for, prosecute, obtain, enforce or defend any Rights relating to any assigned Invention, whether due to my mental or physical incapacity or any other cause, I hereby irrevocably designate and appoint the Company and its Subsidiariesduly authorized officers and agents, as presently conductedmy agents and attorneys-in-fact, does not infringe upon or misappropriate with full power of substitution, to act for and in my behalf and instead of me, to execute and file any documents and to do all other lawfully permitted acts to further the Intellectual Property above purposes with the same legal force and effect as if executed by me. 3.6 Any assignment of copyright hereunder (and any ownership of a copyright as a work made for hire) includes all rights of paternity, integrity, disclosure and withdrawal and any third party 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 no claim to the extent the following is pending or asserted allowed by the laws in writing since January 1the various countries where Moral Rights exist, 2017 against the Company or I hereby waive such Moral Rights and consent to any of its Subsidiaries that the conduct of the business action of the Company that would violate such Moral Rights in the absence of such waiver and its Subsidiaries, consent. I will confirm any such waivers and consents from time to time as presently conducted, infringes upon or misappropriates any material Intellectual Property rights requested by the Company. 3.7 Attached hereto as Exhibit A is a complete list of a third party and (ii) no third party is infringing or violating any all existing Inventions to which I claim personal ownership of as of the Owned Intellectual Property in any material respectdate of this Agreement and that I desire to specifically clarify are not subject to this Agreement, and I acknowledge and agree that such list is complete. If no such list is attached to this Agreement, I represent that I have no such Inventions at the time of signing this Agreement. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice 3.8 I understand that nothing in this Agreement is intended to protect and preserve expand the Owned Intellectual Propertyscope of protection provided me by Sections 2870 through 2872 of the California Labor Code. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. 3.1 All Proprietary Information and all right, title and interest in and to any patents, patent rights, copyrights, trademark rights, mask work rights, trade secret rights, and all other intellectual and industrial property and proprietary rights that currently exist or may exist in the future anywhere in the world (acollectively “Rights”) Section 3.20(a) in connection therewith shall be the sole property of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registeredor its affiliates or related entities, issued or as the subject of a pending application for registration that is material case may be. I hereby assign to the conduct Company any Rights I may have or acquire in such Proprietary Information. At all times, both during my employment with the Company and after its termination, I will keep in confidence and trust and will not use or disclose any Proprietary Information or anything relating to it without the prior written consent of the business an officer of the Company except as may be necessary and its Subsidiaries, taken as a whole, as presently conductedappropriate in the ordinary course of performing my duties to the Company. The disclosure restrictions of this Agreement shall not apply to any information that I can document is generally known to the public through no fault of mine. Nothing contained herein will prohibit me from disclosing to anyone the amount my wages. (b) To 3.2 All Company Materials shall be the Knowledge sole property of the Company. I agree that during my employment with the Company, I will not remove any Company Materials from the business premises of the Company or one deliver any Company Materials to any person or entity outside the Company, except as I am required to do in connection with performing the duties of its Subsidiariesmy employment. I further agree that, as applicableimmediately upon the termination of my employment by me or by the Company for any reason, ownsor for no reason, is licensed or during my employment if so requested by the Company, I will return all Company Materials, apparatus, equipment and other physical property, and any reproduction of such property, excepting only (i) my personal copies of records relating to use my compensation and (ii) my copy of this Agreement. 3.3 I agree that all “Inventions” (which term includes patentable or otherwise has the right to use non-patentable inventions, original works of authorship, derivative works, trade secrets, trademarks, copyrights, service marks, discoveries, patents, technology, algorithms, computer software, application programming interfaces, protocols, formulas, compositions, ideas, designs, processes, techniques, know-how, data and all Intellectual Property that is material improvements, rights and claims related to the conduct of foregoing), which I make, conceive, reduce to practice or develop (in whole or in part, either alone or jointly with others) during my employment, shall be the business sole property of the Company and its Subsidiariesto the maximum extent permitted by Section 2870 of the California Labor Code. I hereby assign, taken as a wholewithout further consideration, as presently conducted, all such Inventions to the Company (free and clear of all Liens (other than Permitted Liensliens and encumbrances), and the Company shall be the sole owner of all Rights in connection therewith. No assignment in this Agreement shall extend to Inventions, the assignment of which is prohibited by Labor Code Section 2870, which states: Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except as has not had and would not reasonably be expected for those inventions that either: 1. Relate at the time of conception or reduction to havepractice of the invention to the employer’s business, individually or actual or demonstrably anticipated research or development of the employer. 2. Result from any work performed by the employee for the employer. I acknowledge that all original works of authorship which are made by me (in whole or in part, either alone or jointly with others) within the aggregatescope of my employment and which are protectable by copyright are “works made for hire,” as defined in the United States Copyright Act (17 USCA, a Company Material Adverse EffectSection 101). I will not disclose Inventions covered by this Section 3.3 to any person outside the Company, unless I am requested to do so by management personnel of the Company. (c) Except as set forth on Section 3.20(c) 3.4 I agree to disclose promptly to the Company all Inventions and relevant records, which records will remain the sole property of the Company. I further agree that all information and records pertaining to any idea, process, trademark, service xxxx, invention, technology, computer program, original work or authorship, design, formula, discovery, patent, or copyright that I do not believe to be an Invention, but is conceived, developed, or reduced to practice by me (in whole or in part, either alone or jointly with others) during my employment, shall be promptly disclosed to the Company Disclosure Letter(such disclosure to be received in confidence). I will also disclose to the Company all Inventions conceived, reduced to practice, used, sold, exploited or developed by me (in whole or in part, either alone or jointly with others) within one (1) year of the termination of my employment with the Company (“Presumed Inventions”); such disclosures shall be received by the Company in confidence, to the Knowledge extent they are not assigned to the Company in Section 3.3, and do not extend such assignment. Because of the difficulty of establishing when any Presumed Invention is first conceived or developed by me, or whether it results from access to Proprietary Information or the Company’s equipment, (i) facilities, and data, I agree that all Presumed Inventions and all Rights associated therewith shall be presumed to be Inventions subject to assignment under Section 3.3. I can rebut this presumption if I prove that a Presumed Invention is not an Invention subject to assignment under Section 3.3. 3.5 I agree to perform, during and after my employment, all acts deemed necessary or desirable by the conduct of Company to permit and assist it, at the business of Company’s expense, in evidencing, perfecting, obtaining, maintaining, defending and enforcing Rights or my assignment with respect to such Inventions in any and all countries. Should the Company be unable to secure my signature on any document necessary to apply for, prosecute, obtain, enforce or defend any Rights relating to any assigned Invention, whether due to my mental or physical incapacity or any other cause, I hereby irrevocably designate and appoint the Company and its Subsidiariesduly authorized officers and agents, as presently conductedmy agents and attorneys-in-fact, does not infringe upon or misappropriate with full power of substitution, to act for and in my behalf and instead of me, to execute and file any documents and to do all other lawfully permitted acts to further the Intellectual Property above purposes with the same legal force and effect as if executed by me. 3.6 Any assignment of copyright hereunder (and any ownership of a copyright as a work made for hire) includes all rights of paternity, integrity, disclosure and withdrawal and any third party 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 no claim to the extent the following is pending or asserted in writing since January 1allowed by the laws an the various countries where Moral Rights exist, 2017 against the Company or I hereby waive such Moral Rights and consent to any of its Subsidiaries that the conduct of the business action of the Company that would violate such Moral Rights in the absence of such waiver and its Subsidiaries, consent. I will confirm any such waivers and consents from time to time as presently conducted, infringes upon or misappropriates any material Intellectual Property rights requested by the Company. 3.7 Attached hereto as Exhibit A is a complete list of a third party and (ii) no third party is infringing or violating any all existing Inventions to which I claim personal ownership of as of the Owned Intellectual Property in any material respectdate of this Agreement and that I desire to specifically clarify are not subject to this Agreement, and I acknowledge and agree that such list is complete. If no such list is attached to this Agreement, I represent that I have no such Inventions at the time of signing this Agreement. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice 3.8 I understand that nothing in this Agreement is intended to protect and preserve expand the Owned Intellectual Propertyscope of protection provided me by Sections 2870 through 2872 of the California Labor Code. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(a4.15(a) of the Company Disclosure Letter sets forth a correct and complete list of all Owned material Intellectual Property that registrations and applications for registration owned by the Company or Company Subsidiary. The Company or a Company Subsidiary is registered, issued or the subject sole and exclusive owner of a pending each such registration and application for registration that Intellectual Property and each such item is material subsisting and, to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, valid and enforceable. (b) Except as, individually or in the Company or one of its Subsidiariesaggregate, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. , as of the date of this Agreement, (ci) Except as set forth on Section 3.20(c) the Company and the Company Subsidiaries own or are licensed or otherwise possess valid rights to use all Intellectual Property necessary to conduct the business of the Company Disclosure Letter, to and the Knowledge of the CompanyCompany Subsidiaries as it is currently conducted, (iii) the conduct of the business of the Company and its Subsidiaries, the Company Subsidiaries as presently conducted, it is currently conducted does not infringe upon infringe, misappropriate or misappropriate otherwise violate the Intellectual Property rights of any third party and Third Party, (iii) there are no claim is pending or asserted in writing since January 1or, 2017 against to the Knowledge of the Company, threatened claims with respect to any of the Intellectual Property rights owned by the Company or any of its Subsidiaries that Company Subsidiary, (iv) to the conduct Knowledge of the business of Company, no Third Party is currently infringing or misappropriating Intellectual Property owned by the Company and its Subsidiariesor any Company Subsidiary, as presently conducted(v) there are no orders, infringes upon writs, injunctions, or misappropriates decrees to which the Company or any Company Subsidiary is subject with respect to any material Intellectual Property rights of a third party and (iivi) no third party is infringing the Merger will not alter in a manner materially adverse to the Company or violating any of Company Subsidiary, or materially impair the Owned Company’s or any Company Subsidiary’s rights in, any Intellectual Property described in any material respectSection 4.15(b)(i). (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (ec) Except as as, individually or in the aggregate, has not had and would not reasonably be expected to havehave a Company Material Adverse Effect, (i) neither the Company nor the Company Subsidiaries has ever been a member or promoter of, or a contributor to, any industry standards body or any similar organization that could reasonably be expected to require or obligate the Company or a Company Subsidiary to grant or offer to any other Person any license or right to Intellectual Property owned or purported to be owned by the Company or a Company Subsidiary, and (ii) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational institution has been or is being used, directly or indirectly, to create, in whole or in part, any Intellectual Property owned or purported to be owned by the Company or a Company Subsidiary, except for any such funding or use of facilities or personnel that does not result in such Governmental Authority or institution obtaining ownership rights or any other similar right, title or interest (including any “march in” rights) in or to such Intellectual Property. (d) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, there have been no material security breaches in the information technology systems of the Company and its or the Company Subsidiaries have taken commercially reasonable actions consistent with industry practice or the information technology systems of a Third Party to protect the confidentiality, integrity and security extent used by or on behalf of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored the Company or contained therein or transmitted thereby from any unauthorized use, access, or modificationa Company Subsidiary.

Intellectual Property. (a) Section 3.20(a) To the Company’s Knowledge, the Company and its Subsidiaries own, license, sublicense or otherwise possess legally enforceable rights to use all Intellectual Property necessary and material to conduct the business of the Company Disclosure Letter sets forth and its Subsidiaries, taken as a list whole, as currently conducted (in each case excluding generally commercially available, off-the-shelf software programs). (b) To the Company’s Knowledge, (i) all Company Intellectual Property is owned by the Company or one of its Subsidiaries free and clear of all Owned Liens and (ii) all patents and registrations for trademarks, service marks and copyrights included in the Company Intellectual Property that are subsisting and have not expired or been canceled. To the Company’s Knowledge, as of the date of this Agreement, (1) no Company Intellectual Property is registeredinvolved in any interference, issued reissue, reexamination, opposition, cancellation or similar proceeding and (2) no such action is or has been threatened in writing with respect to any Company Intellectual Property. (c) To the subject of a pending application for registration that is material to Company’s Knowledge, the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently currently conducted. (b) To the Knowledge , does not infringe, violate or constitute a misappropriation of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all any Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens)any third party, except as has not had for such infringements, violations and would not reasonably be expected to havemisappropriations that, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does are not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since material. Since January 1, 2017 against 2014 through the date of this Agreement, neither the Company or nor any of its Subsidiaries has received any written claim or notice from any Person alleging any such infringement, violation or misappropriation or advising that such Person is challenging or threatening to challenge the conduct ownership, use, validity or enforceability of the business of the any Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respectProperty. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve To the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectCompany’s Knowledge, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice measures to protect maintain the confidentiality, integrity and security confidentiality of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored of the Company or contained therein its Subsidiaries that has material economic value by virtue of not being generally known to other Persons who can obtain economic value from its disclosure or transmitted thereby from any unauthorized use, accessincluding taking commercially reasonable steps to safeguard any such information that is accessible through computer systems or networks. (e) To the Company’s Knowledge, no third party is infringing, violating or modificationmisappropriating any Company Intellectual Property and, as of the date of this Agreement, no Company Intellectual Property is subject to any outstanding order, judgment, decree or stipulation restricting or limiting the use or licensing thereof by the Company or any of its Subsidiaries.

Intellectual Property. (ai) Section 3.20(a5.1(n)(i) of the Company Disclosure Letter sets forth a list correct and complete list, as of the date of this Agreement, of all Owned Intellectual Property that is registered, issued currently registered or the subject of to a pending application for registration that is material to in the conduct of the business name of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) or any Subsidiary of the Company. To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business a Subsidiary of the Company is the sole and its Subsidiaries, taken as a whole, as presently conducted, free and clear exclusive owner of all Liens such Intellectual Property. (other than Permitted Liens)ii) Except as, except as individually or in the aggregate, has not had and would not reasonably be expected to havehave a Company Material Adverse Effect, (A) the Company and the Subsidiaries of the Company own, license or otherwise have the valid right to use all Intellectual Property used in the operation of their businesses as currently conducted, free and clear of all Liens other than Permitted Liens; (B) no proceedings or Orders are pending or, to the Knowledge of the Company, have been threatened in writing (including cease and desist letters or requests for a patent license) in the past three years against the Company or any Subsidiary of the Company with regard to any Intellectual Property; (C) the operation of the Company’s business and the businesses of the Subsidiaries of the Company as currently conducted and as conducted in the past three years does not infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person and, to the Knowledge of the Company, no Person is infringing, misappropriating, or otherwise violating the Intellectual Property owned by or exclusively licensed to the Company or any of the Subsidiaries of the Company; (D) all registrations and applications for Company Intellectual Property owned by the Company or any of the Subsidiaries of the Company are subsisting and unexpired and to the Knowledge of the Company, are valid and enforceable; (E) the Company and each Subsidiary of the Company take commercially reasonable actions to protect the confidentiality of Trade Secrets included in the Company Intellectual Property, and to the Knowledge of the Company, there has not been any disclosure of any Trade Secrets in a manner that has resulted or is reasonably likely to result in the loss of such Trade Secrets or other rights in and to such information; and (F) the Company and each Subsidiary of the Company take commercially reasonable actions to maintain and protect the integrity, security and operation of their software and systems (and all information transmitted thereby or stored therein), and there have been no violations of Law or the policies and procedures of the Company and any Subsidiary of the Company in the past three years with respect to the matters described in this clause (ii). (iii) To the Knowledge of Company, the Key Company Trademarks are available for use and registration by the Company and the Subsidiaries of the Company in connection with the corresponding food or beverage products to which they pertain in each of the jurisdictions set forth in Section 5.1(n)(iii) of the Company Disclosure Letter. (iv) The Company and each of the Subsidiaries of the Company have obtained from all parties (including current or former employees, officers, directors, consultants and contractors) who have created or developed any portion of, or otherwise who would have any rights in or to, Company Intellectual Property assignments of any work, invention, improvement or other rights in or to such Company Intellectual Property to the Company or its Subsidiaries, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (dv) The Company and its Subsidiaries take commercially have at all times in the past three years maintained in place reasonable steps consistent with industry practice security measures, controls, technologies, polices and safeguards reasonably designed to protect Personal Information, Company Data and preserve confidential information related to the Owned Intellectual Property. (e) businesses of each of the Company and its Subsidiaries from a Security Breach. Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, the Company and its Subsidiaries have taken implemented a reasonable plan, or plans, that, as appropriate, (A) identifies internal and external risks to the security of Personal Information, Company Data and confidential information related to the businesses of each of the Company and its Subsidiaries; (B) implements, monitors and maintains adequate and effective administrative, electronic and physical safeguards to control those risks; (C) maintains notification procedures in compliance with applicable Laws in the case of any breach of security compromising data, including data containing Personal Information, Company Data or confidential information related to the businesses of each of the Company and its Subsidiaries; and (D) provides for the prevention of data loss. The Company and its Subsidiaries (including its subcontractors) maintain disaster recovery and business continuity plans, procedures and facilities that are commercially reasonable actions consistent and that materially satisfy contractual and legal obligations with respect to the businesses of each of the Company and its Subsidiaries. (vi) During the past three years there has been no Security Breach with respect to the Company, except in each case as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. The Company and its Subsidiaries have at all times in the past three years used in all material respects industry-standard controls, technologies, processes and practices to detect, identify and remediate Security Breaches. (vii) The Company and its Subsidiaries have complied at all times in the past three years in all material respects with all relevant requirements of any applicable data protection Law, Order or industry practice standard setting organizations, including compliance with their own data protection principles, requests from data subjects for access to protect data held by the confidentialityCompany and its Subsidiaries and any Law, integrity Order or industry standard requirements relating to the registration of data users insofar as the same pertain to any aspect of the businesses of each of the Company and its Subsidiaries. Each of the Company and its Subsidiaries has complied in all material respects and is currently conducting its business in compliance in all material respects with all applicable Laws and industry standards governing the privacy, security or confidentiality of their softwarePersonal Information. Since the Applicable Date, databasesthe Company and its Subsidiaries have not received any Order or other notification from a Governmental Entity or any other Person regarding material non-compliance or violation of any data protection principles or Law, systemsexcept as would not, computer individually or in the aggregate, reasonably be expected to materially and telecommunications equipmentadversely affect the Company and its Subsidiaries taken as a whole. Since the Applicable Date, information technologyall data gathered and collected from third party sources have been gathered and collected without material violation of any data protection principles, networks Law, Contract or Intellectual Property right held by third parties, except as would not, individually or in the aggregate, reasonably be expected to materially and Internet sites adversely affect the Company and its Subsidiaries taken as a whole. Since the Applicable Date, no Person has claimed any compensation from the Company for the loss of or unauthorized disclosure or transfer of personal data and no facts or circumstances exist that would reasonably be expected to give rise to such a claim insofar as the same relate to the Company, except as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Company and its Subsidiaries taken as a whole. (viii) The Company and its Subsidiaries are in compliance in all information stored material respects with the terms of all Contracts to which the Company and its Subsidiaries are a party relating to data privacy, security or contained therein breach notification (including provisions that impose conditions or transmitted thereby from any unauthorized restrictions on the collection, use, accessstorage, transfer or modificationdisposal of Personal Information).

Intellectual Property. (ai) Section 3.20(aSchedule 3.1(p) of the Company Disclosure Letter accurately sets forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to Company's business, "COMPANY'S IP." The Company is the sole and exclusive owner of all right, title and interest in and to Company's IP (with no breaks in the chain of title thereof) free and clear of any claim, security interest, lien, pledge, option, charge or encumbrance of any kind whatsoever. The Company's rights in Company's IP are in full force and effect. Company's IP has not been used or enforced or failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of Company's rights in and to Company's IP. (ii) Except as set forth in Schedule 3.1(p), Company has not transferred any rights or interest in, or granted any exclusive license with respect to, any of its Intellectual Property, to any third party. (iii) All Intellectual Property of the Company and its Subsidiaries is currently in compliance with all legal requirements (including timely filings, proofs and payments of fees) and is valid and enforceable. No Intellectual Property of the Company or its Subsidiaries which is necessary for the conduct of Company's and each of its Subsidiaries' respective businesses as currently conducted or as currently proposed to be conducted has been or is now involved in any cancellation, dispute or litigation, and, to the Company's knowledge, no such action is threatened. No patent of the Company or its Subsidiaries has been or is now involved in any interference, reissue, re-examination or opposition proceeding. (iv) All of the licenses and sublicenses and consent, royalty or other agreements concerning Intellectual Property which are necessary for the conduct of the business Company's and each of its Subsidiaries' respective businesses as currently conducted or as currently proposed to be conducted to which the Company or any Subsidiary is a party or by which any of their assets are bound (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $10,000 per license) (collectively, "LICENSE AGREEMENTS") are valid and binding obligations of the Company or its Subsidiaries that are parties thereto and, to the Company's knowledge, the other parties thereto, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally, and there exists no event or condition which will result in a material violation or breach of or constitute (with or without due notice or lapse of time or both) a default by the Company or any of its Subsidiaries under any such License Agreement. (v) The Company and its Subsidiaries own or have the valid right to use all of the Intellectual Property that is necessary for the conduct of the Company's and each of its Subsidiaries' respective businesses as currently conducted or as currently proposed to be conducted and for the ownership, maintenance and operation of the Company's and its Subsidiaries' properties and assets, free and clear of all liens, encumbrances, adverse claims or obligations to license all such owned Intellectual Property and Confidential Information, other than licenses entered into in the ordinary course of the Company's and its Subsidiaries' businesses. The Company and its Subsidiaries have a valid and enforceable right to use all third party Intellectual Property and Confidential Information used or held for use in the respective businesses of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (cvi) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge The conduct of the Company, (i) the conduct of the business of the Company 's and its Subsidiaries, ' businesses as presently conducted, currently conducted does not infringe upon or misappropriate the otherwise impair or conflict with (collectively, "INFRINGE") any Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that confidentiality obligation owed to a third party, and, to the conduct of Company's knowledge, the business Intellectual Property and Confidential Information of the Company and its Subsidiaries which are necessary for the conduct of Company's and each of its Subsidiaries' respective businesses as currently conducted or as currently proposed to be conducted are not being Infringed by any third party. There is no litigation or order pending or outstanding or, as presently conductedto the Company's knowledge, infringes upon threatened or misappropriates imminent, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any material Intellectual Property rights or Confidential Information of the Company and its Subsidiaries and the Company's and its Subsidiaries' use of any Intellectual Property or Confidential Information owned by a third party party, and, to the Company's knowledge, there is no valid basis for the same. (vii) The consummation of the transactions contemplated hereby and (ii) no third party is infringing by the other Transaction Documents will not result in the alteration, loss, impairment of or violating restriction on the Company's or any of its Subsidiaries' ownership or right to use any of the Owned Intellectual Property in any material respector Confidential Information which is necessary for the conduct of Company's and each of its Subsidiaries' respective businesses as currently conducted or as currently proposed to be conducted. (dviii) The Company and its Subsidiaries take commercially have taken reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentialityCompany's and its Subsidiaries' rights in their Intellectual Property and Confidential Information. Each employee, integrity consultant and security contractor who has had access to Confidential Information which is necessary for the conduct of their softwareCompany's and each of its Subsidiaries' respective businesses as currently conducted or as currently proposed to be conducted has executed an agreement to maintain the confidentiality of such Confidential Information and has executed appropriate agreements that are substantially consistent with the Company's standard forms thereof. Except under confidentiality obligations, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored there has been no material disclosure of any of the Company's or contained therein or transmitted thereby from its Subsidiaries' Confidential Information to any unauthorized use, access, or modificationthird party.

Intellectual Property. (a) Section 3.20(a4.19(a) of the Company Disclosure Letter Schedule sets forth a complete list of registrations/patents or applications therefor pertaining to the Intellectual Property, the dates of application/issuance and the relevant jurisdictions. Except as described on Sections 4.19(a), (b) or (c) of the Company Disclosure Schedule, the Company or one of its Subsidiaries owns or, to the best of the Company's knowledge, has the valid right to use, free and clear of all Owned liens and other encumbrances or claims of any nature, all of the Intellectual Property that is registered, issued or the subject of a pending application necessary for registration that is material to the conduct of the business of the Company and or any of its Subsidiaries. Except as described on Schedule 4.19(a), taken as a whole(b) or (c), as presently conductedall Intellectual Property listed on Section 4.19(a) of the Company Disclosure Schedule is valid, subsisting, unexpired, and enforceable and all renewal fees and other maintenance fees that have fallen due on or prior to the effective date of this Agreement have been paid. (b) To Except as set forth in Section 4.19(b) of the Knowledge Company Disclosure Schedule, there is no claim, suit, action or proceeding pending or, to the best of the Company's knowledge, threatened against the Company or one of its Subsidiaries (and, to the best of the Company's knowledge, no grounds therefor): (i) alleging that the Company's or any of the Company's Subsidiaries' respective business or operations, as currently conducted, including, without limitation, the marketing, sale and provision by the Company or any of its Subsidiaries of all products and services marketed, sold or made conflict or infringe with any third party's proprietary rights; or (ii) challenging the Company or one of its Subsidiaries' ownership or use, or the validity or enforceability of any Intellectual Property that is necessary for the conduct of 36 41 the business of the Company or any of its Subsidiaries. Except as set forth in Schedule 4.19(b) of the Company Disclosure Schedule there is no claim, suit, action or proceeding pending or, to best of the Company's knowledge, threatened by the Company or one of its Subsidiaries, as applicablealleging any third party's intellectual property rights conflict or infringe the Intellectual Property of the Company or one of its Subsidiaries. (c) Section 4.19(c) of the Company Disclosure Schedule sets forth a complete and accurate list of all: (i) licenses, owns, is licensed sublicenses and other agreements in which the Company or one of its Subsidiaries grants rights to any Person to use the Intellectual Property; and (ii) consents, indemnifications, forbearances to sue, xxttlement agreements or otherwise cross-licensing arrangements relating to the Intellectual Property or the intellectual property of any third party to which the Company or one of its Subsidiaries is a party. Except as set forth in Section 4.19(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is under any obligation to pay royalties or similar payments in connection with any license, nor will the Company or any of its Subsidiaries be, as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder in breach of any license, sublicense or other agreement relating to the Intellectual Property. (d) Except as set forth in Section 4.19(d) of the Company Disclosure Schedule, no former or present employee, officer or director of the Company or any of its Subsidiaries holds any right or title, directly or indirectly, in whole or in part, in or to any Intellectual Property. (e) The Company or one of its Subsidiaries owns or has the right to use all Intellectual Property that is material to computer software, software systems and databases and all other information systems currently used in the business of the Company or any of its Subsidiaries and necessary for the conduct of the business of the Company and or any of its Subsidiaries, taken as a wholeincluding, as presently conductedwithout limitation, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or such computer software used in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights on personal computers by employees of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(a) The Company and each of its Subsidiaries owns, possesses, or, to the knowledge of the Company Disclosure Letter sets forth a list of Company, can acquire on reasonable terms, all Owned material Intellectual Property that is registered, issued or the subject of a pending application necessary for registration that is material to the conduct of the Company’s and its Subsidiaries’ business as now conducted. Furthermore, except as otherwise disclosed in the Draft Filings and Company SEC Documents, (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (B) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any of its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To and to the Knowledge knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is Intellectual Property licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to havebeen adjudged invalid or unenforceable, individually in whole or in the aggregatepart, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letterand there is no pending or, to the Knowledge knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iD) there is no pending or, to the conduct knowledge of the business of the Company and its SubsidiariesCompany, as presently conductedthreatened action, does not infringe upon suit, proceeding or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against by others that the Company or any of its Subsidiaries that infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, neither the conduct Company or any of its Subsidiaries has received any written notice of such claim and the business Company is unaware of any other fact which would form a reasonable basis for any such claim; and (E) to the Company’s knowledge, no employee of the Company and or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries, except as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and such violation would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(aSchedule 4.24(a) sets forth (i) a complete and correct list of each Copyright, Copyright application, Mark (xxcluding, where applicable, the registration number and date for each Mark xxx which a registration has been issued, or the application number and date for each Mark xxx which an application for registration is pending in, the United States Patent and Trademark Office or other similar office in any foreign jurisdiction) and all other Intellectual Property or usage rights, including all Intellectual Property relating to the Publications owned by any Credit Party (collectively, the "Intangible Personal Property") and the name of the Company Disclosure Letter sets forth Credit Party which owns it, and (ii) a complete and correct list of all Owned Intellectual Property that material License Agreements to which each Credit Party is registereda party either as licensee or licensor for each such item of Intangible Personal Property. The Credit Parties have all right, issued or the subject of a pending application for registration that is material title and interest in and to the conduct Intangible Personal Property in the countries listed in Schedule 4.24(a) (the "Protected Countries") insofar as such Intangible Personal Property is used in the operation of the business of the Company Credit Parties and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge Intangible Personal Property consists of all intellectual property which is used or useful in the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct operation of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectCredit Parties. (cb) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, Schedule 4.24(b): (i) Since January l, 1993, there have been no actions, judicial or arbitration proceedings or other formal proceedings commenced or pending involving any Credit Party concerning any item of Intangible Personal Property, and no such action or proceeding is threatened and no claim or other demand has been made by any Person relating to any item of Intangible Personal Property; (ii) None of the Credit Parties is subject to any continuing decree of any court, governmental body or arbitration panel concerning any item of Intangible Personal Property; (iii) The Credit Parties have the right and authority to use each item of Intangible Personal Property in the Protected Countries in connection with the conduct of its businesses in the manner presently conducted and to convey such right and authority, and such use does not conflict with, infringe upon or violate any intellectual property or usage rights of any other person or entity; (iv) The conduct by the Credit Parties of their business does not conflict in any material way with the valid intellectual property or usage rights of others; (v) Neither Terexx xxx any Credit Party pays any royalty to anyone for the use of any of the Marks, and neither Terexx xxx any Credit Party pays any royalty outside of the ordinary course of business to anyone for the use of any other item of Intangible Personal Property; (vi) Each Credit Party owns all of the Marks necessary to the conduct of their respective businesses, and each Credit Party owns or licenses all other Intangible Personal Property necessary to the conduct of their respective businesses; (vii) As of the Closing Date, the Credit Parties shall continue to have the same rights in and to the Intangible Personal Property used in connection with the business of the Credit Parties as the Credit Parties have on the date of this Agreement and shall be able to use and exploit the Intangible Personal Property to the full extent provided by applicable law without any material restriction on such use or exploitation; and (viii) None of the Intangible Personal Property used in the conduct of the business business, or the exploitation thereof by any Credit Party, or the transfer thereof pursuant to the Paisano Stock Contribution Agreement, libels, defames, infringes, violates the rights of privacy or publicity, or violates any trademark, trade dress or service mark, xxmmon law or other similar right of any Person. No Credit Party has received any notice or demand letter relating to any claim thereof. (i) Except as set forth in Schedule 4.24(c), (A) all Copyrights that are owned or controlled by a Credit Party are valid, existing, unexpired and enforceable in the United States and all countries party to the Universal Copyright Convention or the Berne Convention; and (B) none of the Company and its Subsidiaries, as presently conducted, does not infringe upon Copyrights is in the public domain in the United States or misappropriate any country party to the Intellectual Property rights Universal Copyright Convention or the Berne Convention. No Credit Party has received notice to the effect that the validity of any third party Copyright is contested; (ii) A registration for each Copyright set forth in Schedule 4.24(c) has been properly issued by the United States Copyright Office in the applicable Credit Party's name (and no claim are owned in each case by such Credit Party). The application to register each Copyright listed in Schedule 4.24(c) was duly and properly filed in the United States Copyright Office, and required materials have been deposited with the Library of Congress and the United States Copyright Office. Schedule 4.24(c) sets forth the registered title, registration number and registration date for each such registered Copyright; (iii) No other Person uses, has the right to use or claims the right to use the Copyrights; and (iv) Each Credit Party has taken all necessary steps to secure, protect and maintain the Copyrights in the United States and has disclosed in a Schedule herein all infringements or potential infringements, known to the Credit Parties. (i) Each Mark xxxt is pending necessary or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that useful to the conduct of the Credit Parties' business of is valid, subsisting, unexpired, enforceable and has not been abandoned. Each application for the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights federal registration in the United States of a third party Mark (xxcluding, without limitation, any renewals thereof) has been duly and properly filed, and each registration has been properly issued; (ii) There are no third party is infringing marks held by Persons other than the Credit Parties that conflict with or violating infringe on the Marks owned or used by any of the Owned Intellectual Property Credit Parties in any material respect.the conduct of their business, third party claims against such Marks, or potential infringements against such Marks; (diii) The Company and its Subsidiaries take commercially reasonable No other Person uses, has the right to use or claims the right to use the Marks or any combination or derivation thereof; and (iv) Each Credit Party has taken all necessary steps consistent with industry practice to secure, protect and preserve maintain the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or Marks in the aggregateUnited States and has disclosed in a Schedule herein all infringements or potential infringements, a Company Material Adverse Effect, known to the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationCredit Parties.

Intellectual Property. (a) Section 3.20(a3.21(a) of the Company Disclosure Letter sets forth Schedule contains a complete and accurate list of all Owned Company Products being distributed, licensed or sold by the Company or any of its Subsidiaries. (b) Section 3.21(b) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all Registered Intellectual Property owned or claimed to be owned by, filed in the name of, or licensed exclusively to, the Company or any of its Subsidiaries, indicating for each item the registration or application number, the applicable filing jurisdiction, and the status of such application or registration (“Company Registered Intellectual Property”). Each item of Company Registered Intellectual Property is subsisting and, to the Knowledge of the Company, valid and enforceable, and has not expired, been cancelled, or been abandoned. (c) All Company Intellectual Property and Technology that is registeredowned by the Company is free and clear of all Liens (other than Permitted Encumbrances) and immediately following the Closing will be, issued valid and enforceable and freely exercisable, transferable, licensable, and alienable without the consent of, or notice or payment of any kind to any Governmental Authority or third party. Neither the Company nor any of its Subsidiaries has granted ownership to any person, or permitted any person to retain, any exclusive rights, or joint ownership of, any Intellectual Property Right that is or was Company Intellectual Property. (d) The Company and its Subsidiaries have sufficient rights to use all Intellectual Property Rights and Technology used in their respective businesses as presently conducted, all of which rights shall survive unchanged upon and immediately following the Closing. (e) Neither the Company Products, nor the past or current conduct or operations of the Company or its Subsidiaries have infringed or misappropriated the Intellectual Property Rights of any third party, or have violated any right of any person or any Laws. No Legal Proceeding has been asserted or threatened against the Company or any of its Subsidiaries by, and none of the Company or its Subsidiaries has received notice from, any third party alleging that any Company Product or the subject of a pending application for registration that is material to the operation or conduct of the business of the Company or any of its Subsidiaries, infringes or misappropriates the Intellectual Property Rights of any third party, violates the rights of any third party or any Laws, or challenging the ownership, validity, or enforceability of any Company Intellectual Property. (f) To the Knowledge of the Company, no person is misappropriating, infringing, diluting or violating any Company Intellectual Property. None of the Company or its Subsidiaries has brought any claims, suits, arbitrations or other adversarial proceedings before any court, Governmental Authority or arbitral tribunal against any third party with respect to any Company Intellectual Property which remain unresolved as of the date hereof. (g) In each case in which the Company or any of its Subsidiaries has engaged or hired a third party to develop or create any Intellectual Property Rights or Technology for any of them, or the Company or any of its Subsidiaries has acquired or purported to acquire ownership of any Intellectual Property Rights or Technology from any person, the Company or any of its Subsidiaries, as the case may be, has obtained a valid and enforceable written assignment, sufficient to irrevocably transfer all such Intellectual Property Rights (including the right to seek past and future damages with respect thereto) and Technology to the Company or any of its Subsidiaries, and where such Intellectual Property Rights are Registered Intellectual Property, the Company or any of its Subsidiaries has recorded each such assignment with the relevant Governmental Authority. (h) The Company and its Subsidiaries have taken commercially reasonable measures necessary to protect its Trade Secrets and the Trade Secrets provided to the Company or any of its Subsidiaries by any other person. Without limiting the generality of the foregoing, (i) the Company and its Subsidiaries have, and enforce, a policy requiring each employee, consultant and independent contractor involved in the creation of Intellectual Property Rights or Technology for the Company or its Subsidiaries to (A) execute a proprietary information, confidentiality and invention assignment agreement substantially in the form attached to Section 3.21(h) of the Company Disclosure Schedule, or (B) execute an agreement that includes provisions that assign such Intellectual Property Rights and Technology to the Company or its Subsidiaries, and protect the Company’s and its Subsidiaries’ confidential information which are substantively the same as those in the form attached to Section 3.21(h) of the Company Disclosure Schedule, and (ii) all current and former employees, consultants and independent contractors of the Company or its Subsidiaries involved in the creation of such Intellectual Property Rights or Technology has executed such or a substantially similar agreement. (i) Section 3.21(i) of the Company Disclosure Schedule lists all Contracts currently in effect as of the date of this Agreement or containing any Technology licenses, data security obligations to which the Company or any of its Subsidiaries is bound, or any third party’s right to audit the Company’s or any of its Subsidiary’s use of Technology, surviving as of the date of this Agreement pursuant to which a third party has licensed or granted any right to the Company or any of its Subsidiaries in any Technology or Intellectual Property Rights or agreed to provide any services (including hosted services and services with which the Company Products interface via API or other method) related to Technology or Intellectual Property Rights to the Company or any of its Subsidiaries (“In-Licenses”), other than any licenses for (i) commercial, off-the-shelf software (1) for which the Company or any of its Subsidiaries has paid less than $50,000 in aggregate and (2) which is not incorporated into, embedded into, hosted with, distributed with, or installed with any Company Products (“Off-the-Shelf Software”), and (ii) Open Source Licenses. For all In-Licenses for Technology or Intellectual Property Rights that are incorporated into, embedded into, hosted with, distributed with, or installed with any Company Products, Section 3.21(i) of the Company Disclosure Schedule specifies whether any royalty, honorarium, or other fee is or will become payable by Company or any of its Subsidiaries to retain such rights and, in each such case, indicates the applicable payment. (j) Section 3.21(j) of the Company Disclosure Schedule lists all Contracts (i) currently in effect as of the date of this Agreement or (ii) containing any surviving Technology licenses, or software-as-a-service, support maintenance, or hosting services to which the Company or any of its Subsidiaries is bound as of the date of this Agreement, in each case pursuant to which Company or any of its Subsidiaries: (A) has granted any third party any rights or licenses to any Company Intellectual Property other than Ordinary Course Licenses, (B) has performed or agreed to perform services for any third party (other than Ordinary Course Licenses), or (C) granted any right or license to, provided access to, or provided, sold or distributed (or agreed to do any of the foregoing) with respect to, any Company Product or Technology, other than Ordinary Course Licenses. Section 3.21(j) of the Company Disclosure Schedule also lists all Contracts between or among Company and any of its Subsidiaries with respect to Intellectual Property Rights, Technology, or related services (the Contracts described in this Section 3.21(j), together with the Ordinary Course Licenses, “Out-Licenses”; and together with the In-Licenses and Open Source Licenses, the “IP Contracts”). (k) All IP Contracts are in full force and effect. Neither Company nor any of its Subsidiaries is, nor, to the Knowledge of Company, is any other party to any IP Contract, in material breach of any IP Contract. The Closing of this Agreement, will not: (i) violate or result in the breach, modification, cancellation, termination, or suspension of any IP Contract; (ii) result in the release of any Source Code, or other proprietary Technology, of Company or the Surviving Corporation, or in the granting of any right or licenses to any Company Intellectual Property to any third party; (iii) result in Parent or any of its Affiliates being required to grant to any third party any rights to or under their Intellectual Property Rights; or (iv) subject the Surviving Corporation or any of its Subsidiaries, or Parent or any of its Affiliates to any non-compete or other material restriction on the operation or scope of their respective businesses. All IP Contracts shall survive the Closing in accordance with their terms and the Surviving Corporation will be permitted to exercise all of the Company’s rights under all IP Contracts that they had prior to the Closing. (l) Other than pursuant to Ordinary Course Licenses, none of the IP Contracts requires Company or any of its Subsidiaries, or will require the Surviving Corporation, to return or refund any amounts paid to any of them, or grant any credit to any third party, or pay any liquidated damages or penalties in the event of any breach of any warranty of any of them or any failure of any of them to perform under such IP Contract. (m) Section 3.21(m) of the Company Disclosure Schedule lists any Technology used by the Company or its Subsidiaries in, or in the development of, any Company Products or any other Technology sold, licensed, or distributed by the Company or any of its Subsidiaries that is licensed under or subject to any Open Source License and identifies (i) the name of the applicable Open Source License and the applicable license URL, (ii) whether the Technology is embedded into a Company Product, (iii) whether the Technology is or has been sold, licensed, or distributed by Company or its Subsidiaries, (iv) whether the Technology has been modified by Company or its Subsidiaries, and (v) whether the Technology is statically or dynamically linked to any Company Product. (n) Without limiting Section 3.21(m), neither Company nor any of its Subsidiaries has (i) granted, nor are any of them obligated to grant, access or rights to any of its Source Code in or for any Company Products or Technology (other than to the Company’s and its Subsidiaries’ employees and contractors solely as necessary to internally support, maintain, and develop the Company Products or Company Technology), (ii) rendered its Source Code subject to any Open Source License, (iii) distributed any of the Company Products with Open Source Materials or pursuant to the terms of an Open Source License, (iv) licensed, distributed or used any Technology in breach of the terms of any Open Source License, or (v) licensed or delivered, or has any obligation to license or deliver, any of its Source Code in any Company Product or Technology to any escrow agent for the storage and conditional release of any Source Code. (o) No unresolved claim or complaint has been made by any third party against Company or any of its Subsidiaries, and no notice of any such claim or complaint has been received by, Company or any of its Subsidiaries, within the four (4) year period immediately preceding the date of this Agreement with respect to any Company Products (including with respect to any delay, defect, deficiency of any product, or quality of any service) or with respect to the breach of any Contract (including any Out-License) under which Company Products have been supplied or provided. To the Company’s Knowledge, there is no reasonable basis for any present or future complaint or claim with respect to any Company Products (including with respect to any delay, defect, deficiency of any product, or quality of any service) or with respect to the breach of any Contract (including any Out-License) under which Company Products have been supplied or provided. Each Company Product (including any service provided) has been and is in conformity with all applicable Laws and contractual commitments and all express and implied warranties (to the extent any such implied warranties have not been disclaimed under applicable Law), except for such violations or noncompliance that would not be material to the Company and its Subsidiaries, taken as a whole, as presently conducted. (bp) To the Knowledge of the Company, no Company Product contains any (i) undisclosed disabling codes or instructions, “time bombs,” “Trojan horses,” “back doors,” “trap doors,” “worms,” viruses, or other software routines or hardware components that enable or assist any person to, without authorization, access, disable, or erase the Company Products, or one the hardware, Software, network, or systems of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to Person. To the Knowledge of the Company, (i) no Company Product contains any bugs, faults, or other software routines or hardware that materially adversely affect the conduct of the business functionality of the Company Products or the hardware, Software, network, or systems of a Person. (q) Section 3.21(q) of the Company Disclosure Schedule lists any Company Products that have been distributed or made available free of charge (excluding free trial periods and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against discounts offered by the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respectpursuant to Ordinary Course Licenses). (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(a) of the The Company Disclosure Letter sets forth a list of owns or is licensed to use all Owned Intellectual Property that is registeredpatents, issued or the subject of a pending application patent applications, inventions, trademarks, trade names, applications for registration of trademarks, service marks, service mxxx applications, copyrights, know-how, manufacturing processes, formulae, trade secrets, licenses and rights in any thereof and any other intangible property and assets that is are material to the conduct of the business of the Company as now conducted and its Subsidiaries, taken as a whole, as presently conductedproposed to be conducted (in this Agreement called the “Proprietary Rights”). (b) To The Company does not have any knowledge of, and the Knowledge Company has not given or received any notice of, any pending conflicts with or infringement of the Company, the Company rights of others with respect to any Proprietary Rights or one with respect to any license of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is Proprietary Rights which are material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectCompany. (c) Except as set forth on Section 3.20(c) of the Company Disclosure LetterNo action, suit, arbitration, or legal, administrative or other proceeding, or investigation is pending, or, to the Knowledge best knowledge of the Company, (i) threatened, which involves any Proprietary Rights, nor, to the conduct best knowledge of the business of the Company and its SubsidiariesCompany, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of is there any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respectreasonable basis therefor. (d) The Company is not subject to any judgment, order, writ, injunction or decree of any court or any Federal, state, local, foreign or other governmental department, commission or board, domestic or foreign, or any arbitrator, and its Subsidiaries take commercially reasonable steps consistent with industry practice has not entered into or is not a party to protect and preserve any contract which restricts or impairs the Owned Intellectual Propertyuse of any such Proprietary Rights in a manner which would have a material adverse effect on the use of any of the Proprietary Rights. (e) Except as The Company has not had and would received written notice of any pending conflict with or infringement upon any third-party proprietary rights. (f) The Company has not reasonably entered into any consent, indemnification, forbearance to sxx or settlement agreement with respect to Proprietary Rights. No claims have been asserted by any person with respect to the validity of the Company’s ownership or right to use the Proprietary Rights and, to the best knowledge of the Company, there is no reasonable basis for any such claim to be expected successful. (g) The Company has complied, in all material respects, with its obligations relating to have, individually or in the aggregate, a Company Material Adverse Effect, protection of the Proprietary Rights which are material to the business of the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice pursuant to protect licenses. (h) To the confidentialitybest knowledge of the Company, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored no person is infringing on or contained therein or transmitted thereby from any unauthorized use, access, or modificationviolating the Proprietary Rights.

Intellectual Property. (a) Section 3.20(a4.13(a) of the Company Disclosure Letter sets forth Schedule contains a complete and accurate list of all Owned the following categories of Intellectual Property that is registeredowned by ISI or its Subsidiaries or used by ISI or its Subsidiaries in the Business: (i) all registered Trademarks and material unregistered Trademarks; (ii) domain names and uniform resource locators; (iii) all registered Copyrights; and (iv) Computer Software (including any Computer Software used in, issued combined with, linked with, distributed with or the subject of provided (including via a pending application for registration that is material network) to the conduct of the business of the Company and its Subsidiariesany Person in connection with ISI Software), taken as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiariesin each case listing, as applicable, ownsthe name of the applicant/registrant and current owner, is licensed except such list shall not be required to include the name of the applicant/registrant of any Commercially Available Software. Neither ISI nor any of its Subsidiaries owns any Patents or patent applications. Except for Computer Software set forth on Section 4.13(a) of the Disclosure Schedule, neither ISI nor any of its Subsidiaries use in the conduct of their respective businesses any Computer Software with annual license and maintenance fees in excess of $20,000. ISI and its Subsidiaries exclusively own all right, title and interest in, or otherwise has the have a sufficient right to use pursuant to a written agreement, all Intellectual Property that is material to used in or necessary for the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conductedtheir respective businesses, free and clear of all Liens (Encumbrances other than Permitted LiensEncumbrances. To ISI’s Knowledge, there are no facts, circumstances or information that would, or reasonably could be expected to, render any of the Intellectual Property owned by ISI or any of its Subsidiaries invalid or unenforceable. (i) Neither ISI nor any of its Subsidiaries has infringed, misappropriated, or otherwise violated, or is now infringing, misappropriating, or otherwise violating, the Intellectual Property of any third party in any material respects (“Third Party Rights”); (ii) there is no claim pending or, to ISI’s Knowledge, threatened against ISI or any of its Subsidiaries with respect to any Third Party Rights or contesting any aspect of any Intellectual Property, and there has been no such claim in the past two (2) years; and (iii) to ISI’s Knowledge, there is no material infringement by a third party of any of ISI Intellectual Property, or any claim against a third party alleging infringement or misappropriation of any of ISI Intellectual Property. With respect to data collection, use, privacy, protection, and security, ISI and its Subsidiaries have complied in all material respects with all applicable Laws and industry standards or requirements, including the Payment Card Industry Data Security Standards (PCI-DSS), except in each case as has not had and would not reasonably be expected applicable to have, individually ISI or in the aggregate, a Company Material Adverse Effectits Subsidiaries. (c) Except as set forth on Section 3.20(cThere have been no (and ISI and its Subsidiaries have not received any written notices of any) actual or alleged breaches of security (including theft and unauthorized use, access, collection, processing, storage, disposal, destruction, transfer, disclosure, interruption or modification by any Person) (“Security Breaches”) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its SubsidiariesISI Systems, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and including all information stored or contained therein or transmitted thereby from any unauthorized use, accessthereby, or modification(ii) Personal Information in the possession or control of ISI or any of its Subsidiaries. To ISI’s Knowledge, there are not, and have not been, any facts or circumstances that would require ISI or any of its Subsidiaries to give notice to any Person of any Security Breaches pursuant to any applicable Law. (d) The ISI Systems are (i) sufficient for the current needs of ISI and its Subsidiaries, including as to capacity and ability to process current and anticipated peak volumes in a timely manner, and (ii) free of any disabling codes or instructions, including viruses or worms. In the past two (2) years, there have not been any material malfunctions, material breakdowns or continued substandard performance of any ISI Systems. (e) None of the proprietary Computer Software products or Computer Software-enabled service offerings developed for ISI or any of its Subsidiaries by a third party uses, incorporates, is derived from or has embedded in it any software code that is subject to an “open source,” copyleft, or similar license (such as under the GNU Public License, Lesser GNU Public License, or Mozilla Public License) in a manner that requires or would require all or a portion of such Computer Software, any of the code thereof, or any other Intellectual Property owned by ISI or its Subsidiaries, to be disclosed, distributed, or licensed pursuant to the provisions of any such license.

Intellectual Property. (a) Section 3.20(a) The Company and each of its Subsidiaries owns, or is licensed under, or otherwise possesses sufficient rights under, the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material necessary to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the . No material Intellectual Property owned by the Company or any of its Subsidiaries and to the Company’s knowledge, no material Intellectual Property licensed to the Company or any of its Subsidiaries is subject to any outstanding order, judgment, decree, stipulation, agreement or encumbrance that materially conflicts with the use and distribution thereof by or for the Company or such Subsidiary in its business, as presently conducted. (b) Section 4.15(b) of the Company Disclosure Schedule sets forth a true and complete list of all registrations and applications for registration with any Governmental Authority of any Intellectual Property by the Company or any of its Subsidiaries (the “Registered Company Intellectual Property”), including, to the extent applicable, the jurisdictions in which each such Registered Company Intellectual Property right has been issued or registered or in which any application for such issuance and registration has been filed. Except for Permitted Liens, and subject to the Outbound Licenses, the Company and each of its Subsidiaries solely and exclusively own or exclusively license all right, title and interest in and to their respective Company Intellectual Property, free and clear of any Liens. In addition, (i) neither the Company nor any Subsidiary has received any notice or claim challenging or otherwise questioning the validity, enforceability, or rights of the Company and its Subsidiaries in any third party and Company Intellectual Property, (ii) there is no such claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries and (iii) the Company does not know of any circumstances that the conduct might give rise to such claim. (c) Section 4.15(c) of the Company Disclosure Schedule sets forth a true and complete list of all (i) licenses, sublicenses and other agreements to which the Company or any Subsidiary of the Company is a party and pursuant to which any Person is authorized to use or has an option to obtain the right to use any material Company Intellectual Property other than non-exclusive licenses granted to customers in the ordinary course of business and consistent with past practice (“Outbound Licenses”) and (ii) all licenses, sublicenses and other agreements as to which the Company or any of its Subsidiaries is a party and pursuant to which the Company or any of its Subsidiaries is authorized to use any Intellectual Property of any Third Party (other than standard-form end user license agreements for commercial off-the-shelf software with an acquisition cost of less than $10,000 per license) (“Inbound Licenses”). To the Company’s knowledge, neither the Company nor any of its Subsidiaries is in violation or breach of any Outbound License or Inbound License. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not alter, encumber, impair or extinguish any material Intellectual Property right of the Company or any of its Subsidiaries or impair the right of Parent to develop, use, sell, license or dispose of, or to bring any action for the infringement of any material Company Intellectual Property. The Company has furnished to the Parent prior to the execution and delivery of this Agreement true and complete copies of the current standard form agreements used by the Company or any Subsidiary relating to the license or sale of material products and services of the Company and its Subsidiaries. (d) To the knowledge of the Company, as presently conductedthere is no current unauthorized use, infringes upon disclosure, infringement or misappropriates misappropriation of any material Company Intellectual Property rights by any Third Party, including any employee or former employee of a third party and (ii) no third party is infringing the Company or violating any of its Subsidiaries. (e) Neither the Owned Company nor any of its Subsidiaries is a party to any suit, action or proceeding that involves a claim of infringement by the Company or any of its Subsidiaries of any Intellectual Property of any Third Party nor to the Company’s knowledge has any such suit, action or proceeding being threatened against the Company or any of its Subsidiaries. To the knowledge of the Company, neither the Company nor any Subsidiary has infringed or misappropriated any Intellectual Property of any Third Party in any material respect. (df) The Company and or its Subsidiaries take have, in the ordinary course of business, taken commercially reasonable steps consistent steps, in accordance with normal industry practice practice, to protect and preserve maintain the Owned confidentiality of all Trade Secrets included in the Company Intellectual Property. (e) . Except as has would not had and result in or would not reasonably be expected to havebe material to the Company and its Subsidiaries, individually or taken as a whole, each employee, consultant and independent contractor of the Company and its Subsidiaries has executed a proprietary information and confidentiality agreement substantially in the aggregateCompany’s standard form, which form has been made available to Parent. No Trade Secret included in the Company Intellectual Property owned by the Company or its Subsidiaries has been disclosed other than to employees, representatives and agents of the Company or any Subsidiary who are bound by written confidentiality agreements. (g) No government funding and no funding or facilities of a university, college, other educational institution or research center was used in the development of any Company Material Adverse EffectIntellectual Property. (h) No party other than the Company or its Subsidiaries possesses any current or contingent rights to any material source code that is part of the Intellectual Property owned by the Company, and no material software included in the Company Intellectual Property or distributed by the Company or any of its Subsidiaries contains any software code that is licensed under any terms or conditions and used in a manner that requires that such software be (i) made available or distributed in source code form, (ii) licensed for the purpose of making derivative works, (iii) licensed under terms that allow reverse engineering, reverse assembly or disassembly of any kind or (iv) redistributable at no charge. (i) To the knowledge of the Company, no material software included in the Company Intellectual Property contains any virus, worm, Trojan Horse, bomb, backdoor, clock, timer, or other similar code, feature, design or routine which can cause such software to be erased, inoperable, or otherwise incapable of being used, either automatically or upon command by any Person. (j) The Company’s IT Assets operate and perform in a manner that permits the Company and its Subsidiaries to conduct their respective businesses as currently conducted and currently proposed to be conducted and to the knowledge of the Company, no Person has gained unauthorized access to the Company’s IT Assets; and the Company and its Subsidiaries have taken commercially implemented reasonable actions backup and disaster recovery technology consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationpractices.

Intellectual Property. (a) The Company and each of its Subsidiaries owns, licenses or otherwise possesses sufficient legally enforceable rights to use all Company Intellectual Property Rights, except for any such failures to own, be licensed, possess or enforce that, either individually or in the aggregate, would not have a Material Adverse Effect. (b) Except as set forth on Section 3.20(a3.11(b) of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property and for such matters that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. , (cA) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company’s knowledge, (i) the conduct of the business and products of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate well as the use of any Company Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against Rights by the Company or its Subsidiaries does not conflict with, infringe upon, violate or interfere with, or constitute an appropriation of any right, title, interest or goodwill, including any valid patent, trademark, trade name, service mxxx, copyright, trade secret or other intellectual property right of any other Person, (B) except with respect to claims made in respect of ANDAs filed by the Company in the United States under paragraph IV of the Hxxxx-Xxxxxx Act or with respect to applications for approval of generic pharmaceutical products filed under comparable Laws in territories outside the United States, neither the Company nor any of its Subsidiaries has received written notice of any claim or otherwise has knowledge that the conduct of the business of the any Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights Right is invalid or conflicts with any such asserted right of a third party any other Person, and (iiC) to the Company’s knowledge, no third party is challenging, infringing on or otherwise violating any right of the Owned Company or its Subsidiaries in the Company Intellectual Property in any material respectRights. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (ec) Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect, no Company Intellectual Property Right will terminate or cease to be a valid right of the Company by reason of the execution and delivery of this Agreement by the Company, the performance of the Company of its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, accessobligations hereunder, or modificationthe consummation by the Company of the transactions contemplated by this Agreement.

Intellectual Property. (a) Section 3.20(a3.8(a)(i) of the Company Disclosure Letter Schedule sets forth a list of (x) substantially all Owned Intellectual Property Patents relating to any Product, which such Patents are owned solely by any Acquired Company, and Trademarks that is registered, issued or the subject of a pending application for registration that is material constitute Registered IP owned by any Acquired Company and (z) to the conduct extent material, any other Registered IP owned solely by any Acquired Company. One of the business Acquired Companies is the sole and exclusive beneficial and record owner of each such item of Registered IP. All such Registered IP is, to the knowledge of the Company, subsisting, and, other than any pending applications therefor, valid and enforceable and is not subject to any outstanding order, judgment or decree adversely affecting the applicable Acquired Company’s use thereof or rights thereto. Section 3.8(a)(ii) of the Company Disclosure Schedule sets forth (x) substantially all Patents relating to any Product and its Subsidiaries(y) to the extent material, taken as a wholeany other Registered IP, as presently conductedin each case (in respect of the foregoing subsections (x) and (y)), which such Patents are either jointly owned by any Acquired Company and any third party or in-licensed by any Acquired Company, pursuant to express Patent licenses, and all such Patents are, to the knowledge of the Company, subsisting, and other than any pending applications therefor, valid and enforceable and are not subject to any outstanding order, judgment or decree adversely affecting the applicable Acquired Company’s use thereof or rights thereto. As of the date of this Agreement, no interference, opposition, reissue, reexamination proceeding, cancellation proceeding, injunction, assertion, lawsuit, hearing, investigation, complaint, arbitration, mediation, demand, International Trade Commission investigation, decree or any other dispute, disagreement or claim, or other proceeding of any nature (other than routine examination proceedings with respect to pending applications) is pending against any Acquired Company or threatened (in writing received by any Acquired Company) against any Acquired Company in which the claim construction, validity, enforceability, priority, inventorship or ownership of any Registered IP listed on Section 3.8(a) of the Company Disclosure Schedule or any other material Company IP owned or purported to be owned by or exclusively licensed to any Acquired Company is being or has been contested or challenged. (b) To the Knowledge of the CompanyThe Acquired Companies own and possess all right, the Company title and interest in and to or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has have the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conductedIP, free and clear of all Liens (Encumbrances other than Permitted LiensEncumbrances. (c) The Acquired Companies have taken commercially reasonable steps to maintain the confidentiality of material Trade Secrets owned or held by any Acquired Company, including requiring all Persons to whom such Trade Secrets have been disclosed by any Acquired Company to execute written non-disclosure agreements, other than disclosures made in the ordinary course of business consistent with past practice, such as in connection with any industry publication or presentation, or as embodied in any new Patent application. (d) Section 3.8(d) of the Company Disclosure Schedule sets forth each Contract to which any Acquired Company is a party, or by which it is bound, as of the date of this Agreement, the primary or a material subject of which is the licensing, assignment or other conveyance or grant of Intellectual Property Rights, and pursuant to which any material Intellectual Property Right has been expressly licensed, granted, sold, assigned or otherwise conveyed or provided to any Acquired Company, including an express right to receive a license or non-assert, in each case, which such license, assignment, conveyance or grant remains in effect as of the date of this Agreement (each an “In-bound License”) or pursuant to which any Person has been expressly granted any license or non-assert under, or otherwise has received any express right, option or interest in or to or acquired any express right, option or interest in or to (including a right to use, register or enforce) any material Company IP by any Acquired Company, in each case, that remains in effect as of the date of this Agreement (each an “Out-bound License”) (provided, that (i) In-bound Licenses shall not include intercompany agreements to the extent between or among any Acquired Companies or agreements entered into in the ordinary course of business consistent with past practice, such as personnel agreements, commercially available off-the-shelf software and clinical trial agreements and material transfer agreements, in each case, pursuant to standard form agreements or that are not otherwise material and (ii) Out-bound Licenses shall not include intercompany agreements to the extent between or among any Acquired Companies or agreements entered into in the ordinary course of business consistent with past practice, such as outbound licenses contained in clinical trial agreements, contract manufacturing agreements and material transfer agreements, in each case entered into in the ordinary course of business consistent with past practice pursuant to standard form agreements or that otherwise are not material). (e) (i) To the knowledge of the Company, the operation of the Acquired Companies’ business as currently conducted does not infringe, misappropriate or otherwise violate, and has not, as conducted since January 1, 2016, infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by any other Person, (ii) as of the date of this Agreement, no Legal Proceeding is pending and served against an Acquired Company relating to any actual, alleged or suspected infringement, misappropriation, dilution or other violation of any Intellectual Property Rights of another Person and (iii) since January 1, 2016 through the date of this Agreement, there has been no claim of infringement, misappropriation, dilution or other violation of any Intellectual Property Right of another Person by an Acquired Company, asserted against any Acquired Company in any written notice or other written communication directed to any Acquired Company or, to the knowledge of the Company, any other Person (including in the form of an invitation to enter into a license). (f) To the knowledge of the Company, no Person is infringing, misappropriating, diluting or otherwise violating any Company IP, and no Legal Proceeding is pending and served (or is being threatened or is pending and has not been served) against a Person by an Acquired Company with respect to any Intellectual Property Right owned by or exclusively licensed to any Acquired Company. (g) None of the Company IP owned by or exclusively licensed to, an Acquired Company is subject to any outstanding injunction, order, decree, charge, consent, judgment, covenant not to xxx, settlement, ruling or other disposition of dispute, in each case, that adversely restricts the use, transfer, registration or licensing of any such Company IP by an Acquired Company, or otherwise adversely affects the validity, scope, use, registrability, or enforceability of any such Company IP, provided that the foregoing representations and warranties are made solely to the knowledge of the Company with respect to Company IP exclusively licensed to an Acquired Company. (h) The Acquired Companies are in compliance with applicable Legal Requirements, as well as their own policies, relating to privacy, data protection, and the collection and use of personally identifiable information collected, used, or held for use by the Acquired Companies, except as has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except , and, as set forth on Section 3.20(c) of the date of this Agreement, no Legal Proceedings or claims are pending or threatened against any Acquired Company Disclosure Letter, alleging a violation of any Person’s privacy with respect to personally identifiable information. To the Knowledge knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against 2016, there have been no material security breaches in the Company information technology systems used by or any of its Subsidiaries that the conduct on behalf of the business Acquired Companies. (i) The consummation of the Company and its SubsidiariesTransactions will not result in the loss or impairment of or payment of any additional amounts with respect to, as presently conductednor require the consent of any other Person in respect of, infringes upon any Acquired Company’s right to own or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating use any of the Owned Intellectual Property in material Company IP owned or, to the knowledge of the Company, used by any material respectAcquired Company. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(aThe Company or one of its Subsidiaries (i) owns, or (ii) to the knowledge of the Company Disclosure Letter sets forth a list of Company, has the valid right or license to use and possess all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to (as defined below) used in the conduct of the business of the Company and its SubsidiariesSubsidiaries as currently conducted (the “Company IP Rights”), taken and such Company IP Rights are sufficient for such conduct of Company’s business as a whole, as presently currently conducted. (b) Except as set forth in Section 2.8(b)(i) of the Company Disclosure Letter, neither the execution, delivery and performance of this Agreement nor the consummation of the Merger and the other transactions contemplated by this Agreement will materially impair the rights of the Company or the Surviving Company in any Company IP Right or portion thereof. Except as set forth in Section 2.8(b)(ii) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is paying any royalties, honoraria, fees or other payments to any third person (other than salaries payable to employees and independent contractors not contingent on or related to use of their work product) as a result of the ownership, use, possession, license-in, sale, marketing, advertising or disposition of any Company IP Rights, and none shall become payable as a result of the consummation of the transactions contemplated by this Agreement. (c) Section 2.8(c) of the Company Disclosure Letter (A) sets forth a list of each of the products and services currently produced, manufactured, marketed, licensed, sold, furnished or distributed by the Company or any of its Subsidiaries (each a “Company Product or Service”), and (B) identifies, for each such Company Product or Service, whether the Company or Subsidiary provides support or maintenance for such Company Product or Service. Neither the operation of the Company’s and the Subsidiaries’ business as currently conducted (including the use, development, manufacture, marketing, license, sale or furnishing of any Company Product or Service) does not (i) violate any Contract between the Company or any of its Subsidiaries and any third party, or (ii) infringe or misappropriate any Intellectual Property right of any third party. Except as set forth in Section 2.8(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any written notice (or, to the knowledge of the Company, any oral notice) asserting that any Company IP Right or the proposed use, sale, license or disposition of any Company Product or Service conflicts with or infringes, or would conflict with or infringe, the Intellectual Property or other rights of any third party, and neither the Company nor any of its Subsidiaries has received any written notice (or, to the knowledge of the Company, any oral notice) from any third party offering a license under any such third party Intellectual Property or other right to avoid litigation or other claims. (d) To the Knowledge knowledge of the Company and except as set forth in Section 2.8(d) of the Company Disclosure Letter, no current or former employee, consultant or independent contractor of the Company or any of its Subsidiaries: (i) is in material violation of any term or covenant of any employment contract, patent disclosure agreement, invention assignment agreement, nondisclosure agreement, noncompetition agreement or any other Contract with any third party by virtue of such employee’s, consultant’s or independent contractor’s being employed by, or performing services for, the Company or any of its Subsidiaries or using Trade Secrets or other Intellectual Property of others without permission; (ii) has developed any technology, Software or other copyrightable, patentable or otherwise proprietary work for the Company or any of its Subsidiaries that is subject to any Contract under which such employee, consultant or independent contractor has assigned or otherwise granted to any third party any Intellectual Property or other right in or to such technology, Software or other copyrightable, patentable or otherwise proprietary work; (iii) has failed to execute and deliver to the Company an enforceable Contract regarding the protection of such Trade Secrets and other Intellectual Property rights (and in the case of Trade Secrets and other Intellectual Property rights of the Company’s customers and business partners, to the extent required by such customers and business partners); or (iv) has failed to deliver an enforceable written Contract assigning the rights to such employee’s, consultant’s or independent contractor’s contributions to the Company IP Rights that may be owned by such Persons or that the Company does not otherwise own by operation of law. To the knowledge of the Company, neither the employment of any employee of the Company or any of its Subsidiaries, nor the use by the Company or any of its Subsidiaries of the services of any consultant or independent contractor subjects the Company or any of its Subsidiaries to any obligation to any third party for improperly soliciting such employee, consultant or independent contractor to work for the Company or such Subsidiary, whether such obligation is contractual or otherwise. To the knowledge of the Company, no third party has or will have any “moral rights” or rights to terminate any assignment or license with respect to the Company IP. (e) The Company and its Subsidiaries have taken all reasonable steps consistent with industry standard practices to (i) protect, preserve and maintain the secrecy and confidentiality of Trade Secrets in the Company IP Rights, and (ii) preserve and maintain all of the Company’s and its Subsidiaries’ proprietary rights included among Company-Owned IP Rights. To the knowledge of the Company and except as set forth in Section 2.8(e) of the Company Disclosure Letter, no current or former employee, officer, director, consultant or independent contractor of the Company or any of its Subsidiaries has any right, license, claim or interest whatsoever in or with respect to any Company-Owned IP Rights. (f) Section 2.8(f)(i) of the Company Disclosure Letter contains a true and complete list of (i) all worldwide registrations made by or on behalf of the Company of any Patents, Copyrights, Trademarks or Domain Names with any Governmental Entity, including Domain Name registries, (ii) all applications filed by the Company to secure its interest in Company IP Rights, including all Patents, Copyrights and Trademarks, and, where applicable, the jurisdiction in which each of the items of Company IP Rights has been applied for, filed, issued or registered, and (iii) all inter parties proceedings or actions before any court or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere else in the world) related to any of Company IP Rights and to which the Company is a party. To the knowledge of the Company, all registered Patents, Copyrights, Trademarks and Domain Names held by the Company are valid, enforceable and subsisting, and the Company is the record owner thereof. All necessary registration, maintenance and renewal fees in connection with such Company-Owned IP Rights (and Company-Licensed IP Rights in which the Company has a contractual right or obligation to pay registration, maintenance and renewal fees) have been paid and all necessary documents and articles in connection with such Company IP have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Company-Owned IP Rights (and Company-Licensed IP Rights in which the Company has a contractual right or obligation to pay registration, maintenance and renewal fees). Except as set forth in Section 2.8(f)(ii) of the Company Disclosure Letter, there are no actions that must be taken by Company or any of its Subsidiaries within 180 days of the Closing Date, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or articles for the purpose of maintaining, perfecting or preserving or renewing any such Company-Owned IP Rights (and Company-Licensed IP Rights in which the Company has a contractual right or obligation to pay registration, maintenance and renewal fees). (g) The Company owns all right, title and interest in and to all Company-Owned IP Rights free and clear of any and all liens, claims, charges, security interests, mortgages, easements, covenants, pledges, licenses, options, preemptive rights, rights of first refusal or first offer, proxies, levies, voting trusts or agreements, or other adverse claims or restrictions on title or transfer of any nature whatsoever (“Encumbrances”), other than licenses and rights listed in Section 2.8(g)(i) of Company Disclosure Letter. To the knowledge of the Company, the Company or one of Company’s and its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the ’ right to use all Intellectual Property that the Company-Licensed IP is material subject only to the conduct terms and conditions of the business licenses listed in Section 2.8(g)(ii) of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectDisclosure Letter. (ch) Except as set forth on in Section 3.20(c2.8(i) of the Company Disclosure Letter, to the Knowledge knowledge of the Company, there is no unauthorized use, disclosure, infringement or misappropriation of any Company-Owned IP Rights by any third party, including any employee or former employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has agreed to indemnify any Person for any infringement of any Intellectual Property of any third party by any Company Product or Service that has been sold, licensed to third parties, leased to third parties, supplied, marketed, distributed or provided by the Company or any of its Subsidiaries. (i) To the conduct of the business knowledge of the Company and except as set forth in Section 2.8(m) of the Company Disclosure Letter, no Governmental Entity, university, college or other educational institution or research center has any right to (other than license rights for internal purposes), ownership of or right to royalties for Company-Owned IP Rights. (j) To the knowledge of the Company, the Company and its SubsidiariesSubsidiaries has been and is in compliance with the Export Administration Act of 1979, as presently conductedamended, does not infringe upon or misappropriate the and all regulations promulgated thereunder. (k) In each case in which Company of any of its Subsidiaries has acquired ownership of Intellectual Property rights of from any third party (other than current or former employees, independent contractors or consultants), Company or Subsidiary, as the case may be, has obtained a valid and no claim is pending or asserted enforceable assignment sufficient to irrevocably transfer all rights in writing since January 1, 2017 against such Intellectual Property (including the right to seek past and future damages with respect thereto) to the Company or any of its Subsidiaries that and, to the conduct of extent necessary under applicable laws, the business Company or applicable Subsidiaries have recorded each such assignment with the relevant Governmental Entities. (l) Except as set forth in Section 2.8(l) of the Company and its SubsidiariesDisclosure Letter, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any none of the Company-Owned Intellectual Property IP Rights has been adjudicated invalid or unenforceable, in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually whole or in part, and, to the aggregate, a Company Material Adverse Effectknowledge of the Company, the Company-Owned IP Rights are valid and enforceable. No Company-Owned IP Right is subject to any outstanding injunction, judgment, order, decree, ruling, charge, settlement or other disposition of any dispute regarding any Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationIP.

Intellectual Property. (a) Section 3.20(a3.18(a) of the Company Disclosure Letter Schedule sets forth a true, complete and correct list of all Owned U.S. and foreign (i) patents and pending patent applications, including any utility model or similar patent and any registered Community Designs owned by the Company or any of its Subsidiaries as of the date of this Agreement (ii) trademark registrations (including internet domain registrations) and pending trademark applications owned by the Company or any of its Subsidiaries as of the date of this Agreement; and (iii) copyright registrations and pending copyright applications owned by the Company or any of its Subsidiaries as of the date of this Agreement (collectively the “Registered Company Intellectual Property”). All of the Registered Company Intellectual Property is owned solely by the Company or one of its Subsidiaries. (b) The Company or one or more of its Subsidiaries owns, or has a valid right to use, all of the Intellectual Property that is registeredused in the business of the Company and its Subsidiaries as currently conducted (the “Company Intellectual Property”). (c) The Registered Company Intellectual Property is, issued to the Company’s knowledge, valid and subsisting (except with respect to applications), and has not expired or been cancelled, or abandoned. (d) There is no pending or, to the Company’s knowledge, threatened (and at no time within the two years prior to the date of this Agreement has there been pending any) material suit, arbitration or other adversarial proceeding before any court, government agency or arbitral tribunal or in any jurisdiction alleging that the activities or the subject conduct of the Company’s or any of its Subsidiaries’ business infringe or misappropriate any Intellectual Property owned by any third party (“Third Party Intellectual Property”), or challenging the ownership, validity, enforceability or registerability of any Company Intellectual Property owned by the Company or any of its Subsidiaries. The Company is not, as a pending application for registration result of any suits, actions or similar legal proceedings, a party to any settlements, covenants not to xxx, consents, decrees, stipulations, judgments, or orders which (i) materially restrict the Company’s or any of its Subsidiaries’ rights to use any Company Intellectual Property owned by the Company or any of its Subsidiaries, (ii) materially restrict the Company or any of its Subsidiaries from conducting its business as currently conducted in order to avoid infringement of any Third Party Intellectual Property, or (iii) permit third parties to use any Company Intellectual Property owned by the Company or any of its Subsidiaries. (e) Except with respect to unpublished patent applications of third parties, foreign patent applications and unregistered trademarks of third parties, with respect to which the Company represents and warrants only to its knowledge, the conduct of the business of the Company and its Subsidiaries as currently conducted does not infringe in any material respect upon any Third Party Intellectual Property. To the Company’s knowledge, no third party is misappropriating, infringing, diluting or violating any Company Intellectual Property owned by the Company or any of its Subsidiaries that is material to the conduct of the business of the Company and its SubsidiariesSubsidiaries as currently conducted, taken as a wholeand no intellectual property misappropriation, as presently conductedinfringement dilution or violation suits, arbitrations or other adversarial proceedings have been brought before any court, government agency or arbitral tribunal against any third party by the Company or any of its Subsidiaries which remain unresolved. (bf) The Company and its Subsidiaries have taken reasonable measures to protect the proprietary nature of the Company Intellectual Property that is (i) owned by the Company and its Subsidiaries, and (ii) material to the business of the Company or any of its Subsidiaries as currently conducted. To the Knowledge Company’s knowledge, there has been no disclosure to any third party by the Company or any of its Subsidiaries of material confidential information or trade secrets of the CompanyCompany or any of its Subsidiaries related to any material proprietary product currently being marketed, sold, licensed or developed by the Company or any of its Subsidiaries (each such product, a “Proprietary Product”) other than disclosures made pursuant to nondisclosure or confidentiality agreements entered into by the Company in the ordinary course of business. (g) All employees of the Company and its Subsidiaries who have made material contributions to the development of any Proprietary Product (including without limitation all employees who have designed, written, tested or worked on any software code contained in any Proprietary Product) have signed confidentiality, non-competition (unless prohibited by applicable law) and assignment of proprietary rights agreements substantially in one of the forms attached to Section 3.18(g) of the Disclosure Schedule. All consultants and independent contractors who have made material contributions to the development of any Proprietary Product (including without limitation all consultants and independent contractors who have designed, written, tested or worked on any software code contained in any Proprietary Product) have assigned to the Company or one or more of its Subsidiaries (or a third party that previously conducted any business currently conducted by the Company or one or more of its Subsidiaries and that has assigned its rights in such Proprietary Product to the Company or one or more of its Subsidiaries) all of their right, as applicabletitle and interest (other than moral rights, ownsif any) in and to the portions of such Proprietary Product developed by them in the course of their work for the Company or one or more of its Subsidiaries (or applicable third party). Assignments of the patents and patent applications listed in Section 3.18(a) of the Disclosure Schedule to the Company or one or more of its Subsidiaries have been duly executed and filed with the United States Patent and Trademark Office. (h) Neither the Company nor any of its Subsidiaries has granted or is obligated to grant access to any of its source code, (including without limitation in any such case any conditional right to access or under which the Company has established any escrow arrangement for the storage and conditional release of any of its source code). (i) None of the Proprietary Products contains any software code that is, in whole or in part, subject to the provisions of any license to software that is licensed made generally available to the public without requiring the payment of any fees or royalties (including but not limited to the GNU General Public License (“GPL”), GNU Lesser General Public License (“LGPL”), Mozilla Public License (“MPL”, BSD licenses, and any other similar “free software” or “open source” licenses), including but not limited to any such license under which the Company or any of its Subsidiaries is obligated to make the source code for such Proprietary Product generally available to the public free of charge. (j) The Company does not have any obligation to pay any third party any royalties or other fees (in the aggregate in excess of $250,000 in 2002 or for the period from January 1, 2003 through and including June 30, 2003) for the use of Company Intellectual Property and no obligation to pay such royalties or other fees will result from the consummation of the transactions contemplated by this Agreement. (i) Neither the Company nor any of its Subsidiaries is in violation of any license, sublicense or other agreement or instrument related to the Company Intellectual Property to which the Company or any of its Subsidiaries is a party or is otherwise bound; (ii) the consummation by the Company of the transactions contemplated hereby will not result in any loss or impairment of ownership by the Company or any of its Subsidiaries of, or the right of any of them to use (or otherwise has result in any term extension or expansion of the right rights granted to use all any third party in or to), any Company Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken Subsidiaries as a whole, as presently currently conducted, free and clear of all Liens ; (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in iii) the aggregate, a consummation by the Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to transactions contemplated hereby will not require the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights consent of any third party and no claim is pending or asserted in writing since January 1or, 2017 against to the Company or Company’s knowledge, any of its Subsidiaries that the conduct of the business of the Company and its SubsidiariesGovernmental Entity, as presently conducted, infringes upon or misappropriates with respect to any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned such Intellectual Property. (el) Except as has not had For purposes of this Agreement, “Intellectual Property” shall mean trademarks, service marks, trade names, and would not reasonably be expected internet domain names, together with all goodwill, registrations and applications related to havethe foregoing; patentable inventions, individually patents and industrial design registrations or in applications (including any continuations, divisionals, continuations-in-part, renewals, reissues, re-examinations and applications for any of the aggregateforegoing); works of authorship protected by copyright for E.U. design registrations; copyrights (including any registrations and applications for any of the foregoing); proprietary data and databases; mask works rights and trade secrets and other confidential information, a Company Material Adverse Effectknow-how, the Company proprietary processes, formulae, algorithms, models, and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationmethodologies.

Intellectual Property. All registered or unregistered, (ai) Section 3.20(apatents, patentable inventions and other patent rights (including any divisions, continuations, continuations-in-part, reissues, reexaminations and interferences thereof); (ii) of the Company Disclosure Letter sets forth a list of trademarks, service marks, trade dress, trade names, taglines, brand names, logos and corporate names and all Owned Intellectual Property that is registeredgoodwill related thereto; (iii) copyrights, issued or the subject of a pending application for registration mask works and designs; (iv) trade secrets, know-how, inventions, processes, procedures, databases, confidential business information and other proprietary information and rights; (v) computer software programs, including all source code, object code, specifications, designs and documentation related thereto; and (vi) domain names, Internet addresses and other computer identifiers, in each case, that is material to the conduct business of the business Company or any of its Subsidiaries as currently being conducted (the “Intellectual Property”) is either (A) owned by the Company or one or more of its Subsidiaries, except where failure to so own would not reasonably be expected, individually or in the aggregate, to result in any liability, limitation or restriction that is material and adverse to the Company and its Subsidiaries, taken as a whole, as presently conducted. ; or (bB) To the Knowledge of the Company, is used by the Company or one or more of its SubsidiariesSubsidiaries pursuant to a valid license, as applicableexcept where failure to be so licensed would not reasonably be expected, ownsindividually or in the aggregate, is licensed to use result in any liability, limitation or otherwise has the right to use all Intellectual Property restriction that is material and adverse to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in . To the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge knowledge of the Company, (i) there are no infringements or other material violations of any Intellectual Property owned by the Company or any of its Subsidiaries by any third party, except where such infringement or violations would not have a Material Adverse Effect. The Company and its Subsidiaries have taken all necessary actions to maintain and protect each item of Intellectual Property. The conduct of the business of the Company and its Subsidiaries, as presently conducted, Subsidiaries does not infringe upon or misappropriate the Intellectual Property otherwise violate any intellectual property or other proprietary rights of any third party other Person in any material respects, and there is no claim is action pending or, to the knowledge of the Company, threatened alleging any such infringement or asserted in writing since January 1, 2017 against violation or challenging the Company Company’s or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon ’ rights in or misappropriates to any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to havewhich, either individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) The Company and its Subsidiaries own or have the valid right to use all material Intellectual Property, and all Intellectual Property is free and clear of any and all Liens other than Liens securing the Obligations and Liens permitted pursuant to Section 3.20(a) 6.2(i). Any registrations in respect of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the are in full force and effect and are valid and enforceable. The conduct of the business of the Company and its SubsidiariesSubsidiaries as currently conducted, taken and as a wholecurrently contemplated to be conducted, as presently conducted. (b) To the Knowledge of the Companyincluding, the Company but not limited to, all products, processes or one of its Subsidiariesservices, as applicablemade, owns, is licensed to use offered or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of sold by the Company and its Subsidiaries, taken as a wholedoes not and will not infringe upon, as presently conductedviolate, free and clear misappropriate or dilute any intellectual property of all Liens (other than Permitted Liens)any third party which infringement, except as has not had and would not violation, misappropriation or dilution could reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) . To the knowledge of Holdings, the Company Disclosure Letteror any of its Subsidiaries, no third party is infringing upon or misappropriating, violating or otherwise diluting any Intellectual Property where such infringement, misappropriation, violation or dilution could reasonably be expected to have a Material Adverse Effect. Neither Holdings, the Company nor any of its Subsidiaries is enjoined from using any material Intellectual Property, and except as could reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Knowledge knowledge of Holdings, the CompanyCompany or any of its Subsidiaries, threatened claim or litigation contesting (i) the conduct any right of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiariesto own or use any Intellectual Property, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing the validity or violating enforceability of any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(aSchedule 4.8(a) sets forth all Intellectual Property Rights (as defined below) filed by, or issued or registered to, the Acquired Companies and all material intellectual property license agreements to which any of the Company Disclosure Letter sets Acquired Companies is a party. (i) Except as set forth a list of on Schedule 4.8(b), the Acquired Companies own, or possess licenses or other valid rights to use, all Owned Intellectual Property that is registeredUnited States and Canadian patents, issued trademarks (registered or the unregistered), trade names, service marks, copyrights and applications and registrations therefor, trade secrets and other intellectual property, whether or not subject of a pending application for to statutory registration that is or protection, which are material to the conduct of the business of the Company and its Subsidiaries, Acquired Companies taken as a whole, as presently conducted. whole (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all "Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted LiensRights"), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (iii) the conduct validity of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property Rights and the title or rights to use thereof of the Acquired Companies is not being challenged in any third party and action, claim, investigation, arbitration, litigation or other proceeding to which any of the Acquired Companies is a party, nor to the Company's knowledge, is any such action, claim, investigation, arbitration, litigation or other proceeding threatened, (iii) to the Company's knowledge, no claim Person is pending materially infringing upon or asserted in writing since January 1violating any of the Intellectual Property Rights, 2017 against (iv) there have been no written claims or assertions made by others that the Company or any of its Subsidiaries that has infringed any intellectual property rights of others in the conduct preceding three year period and, to the Company's knowledge, there have been no infringements by the Company or its Subsidiaries during this period, and (v) the execution, delivery and performance of this Agreement and the business of Ancillary Agreements by the Company and its Subsidiariesthe consummation of the transactions contemplated hereby and thereby will not breach, as presently conducted, infringes upon violate or misappropriates conflict with any material instrument or agreement concerning the Intellectual Property rights Rights, will not cause the forfeiture or termination or give rise to a right of a third party and (ii) no third party is infringing forfeiture or violating termination of any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice Rights or impair the right of Buyer or Buyer Sub to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to havemake, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, accesssell, license or dispose of, or modificationto bring any action for the infringement of, any Intellectual Property Rights.

Intellectual Property. (a) Section 3.20(a) of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of the The Company and its SubsidiariesSubsidiaries own and possess or have the right to use pursuant to a valid and enforceable written Contract, taken as a whole, as presently conductedall Intellectual Property used in or necessary for the operation of the Business free and clear of all Liens. (b) To the Knowledge Company’s Knowledge, the operation of the Business and the Company and its Subsidiaries (and the Business’s and the Company’s and its Subsidiaries’ products, services and methods of operation) have not infringed upon, misappropriated, or violated any Intellectual Property rights of third parties in any respect, and none of Orgenesis Parent, the Company, nor any of their Subsidiaries, nor any of their directors, managers and officers, has received any charge, complaint, claim, demand, or notice alleging any such infringement, misappropriation, or violation (including any claim that the Business or the Company or any of its Subsidiaries must license or refrain from using any Intellectual Property rights of any third party). No third party has challenged, infringed upon, misappropriated, or violated any Intellectual Property rights of the Business or the Company or its Subsidiaries. Section 3.12(b) of the Disclosure Schedule sets forth an accurate list and description of any charge, complaint, claim, demand or notice made by the Business, the Company or any of its Subsidiaries since January 1, 2015 alleging that a third party has interfered with, challenged, infringed upon, misappropriated, or violated any Intellectual Property rights of the Business, the Company or its Subsidiaries. (c) Sections 3.12(c)(i)-(iii) of the Disclosure Schedule identify the following Intellectual Property that is owned by the Company or any of its Subsidiaries or currently used in the conduct of the Business, whether registered or unregistered: (i) issued patents and patent applications, and counterparts claiming priority therefrom, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, and extensions thereof (together, the “Patents”); (ii) trademarks, service marks, certification marks, collective marks, logos, slogans, trade dress, trade names (including social media user account names), and other source or business identifiers (together, the “Trademarks”); and (iii) works of authorship and other copyrightable subject matter, whether or not published, including copyrights, software code, and databases (and all translations, derivative works, adaptations, compilations, and combinations of the foregoing) (together, the “Copyrights”). Section 3.12(c)(iv) of the Disclosure Schedule identifies all internet domain names owned by the Company and its Subsidiaries. Section 3.12(c)(v) of the Disclosure Schedule identifies each license, sublicense, agreement, or other permission pursuant to which the Business, the Company or any of its Subsidiaries have granted any rights to any third party with respect to any of its Intellectual Property (together with any exceptions). The Company and its Subsidiaries have all right, title and interest in and to, free and clear of any Lien, license, or other restriction or limitation regarding use, and have the sole and exclusive right to use all the Intellectual Property required to be disclosed on Sections 3.12(c)(i)-(iv) of the Disclosure Schedule (the “Designated Intellectual Property”) (subject to the applicable license agreements listed in Section 3.12(c)(v) of the Disclosure Schedule), and such Intellectual Property is not subject to any outstanding Order restricting the use or licensing thereof by the Company or any of its Subsidiaries, and the Business, the Company and its Subsidiaries have not received any written claim challenging the validity or effectiveness of such Intellectual Property, and such Intellectual Property is valid and enforceable. (d) The Business, the Company (or its Subsidiaries to the extent applicable) have made all necessary filings and paid all necessary registration, maintenance and renewal fees to maintain the Designated Intellectual Property. (e) Each item of Intellectual Property owned or used by the Business, except for Customer Intellectual Property (which, for the purposes hereof, shall include any Intellectual Property of Orgenesis Parent or its Subsidiaries as a Customer) the Company and its Subsidiaries immediately prior to the Closing will be owned or available for use, respectively, by the Company and its Subsidiaries immediately subsequent to the Closing on identical terms and conditions as owned or used by the Business, the Company and its Subsidiaries immediately prior to the Closing. (f) Section 3.12(f) of the Disclosure Schedule identifies all third party Software used by the Company and its Subsidiaries in the operation of the Business (except for “off-the-shelf,” commercially-available software). The Business has not owned or used, and the Company and its Subsidiaries do not own or use, any Software developed by or for the Business, the Company or its Subsidiaries. The Company and its Subsidiaries have the right to use pursuant to a valid and enforceable written Contract, all Software used by in the operation of the Business. (g) All Intellectual Property owned by the Company and its Subsidiaries was developed by (i) employees of the Business, the Company or its Subsidiaries within the scope of their employment; or (ii) independent contractors who have entered into written agreements with the Business, the Company or one of its SubsidiariesSubsidiaries that assigned all right, as applicable, owns, is licensed title and interest in and to use or otherwise has the right to use all any Intellectual Property that is material developed to the conduct Company or one of its Subsidiaries and whereby the business ownership of such Intellectual Property vested immediately in the Company and its SubsidiariesSubsidiaries (and to the extent that such vesting did not occur, taken as a whole, as presently conducted, free the independent contractor is required to assign all such ownership to the Company and clear of all Liens (other than Permitted Liensits Subsidiaries without further consideration), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) . Except as set forth on in Section 3.20(c3.12(g) of the Company Disclosure LetterSchedule, to the Knowledge no employee or independent contractor of the CompanyBusiness, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries has entered into any agreement, contract, obligation, promise or undertaking (whether written or oral and whether express or implied) that restricts or limits in any way the conduct scope of the business Intellectual Property owned by the Company and its Subsidiaries or requires the employee or independent contractor to transfer, assign or disclose information concerning the Intellectual Property owned by the Company and its Subsidiaries to anyone other than the Company and its Subsidiaries. (h) Section 3.12(h) of the Disclosure Schedule contains a complete and accurate list of all rights in internet domain names, user names, handles and social media site names presently used or owned by the Company or its Subsidiaries or otherwise used in connection with the Business. The Company or its Subsidiaries own or have the right to use all such internet domain names, subdomains, URLs, website names, social media site names, user names, handles, email addresses, log-in names, passwords, pin numbers, customer numbers, and the like, or other account information necessary to access, transfer, use and update all of the foregoing presently used or owned by the Company or its Subsidiaries (collectively “Net Names”). All Net Names have been registered in the name of the Company or its Subsidiaries and are, and have been, in compliance with all Laws. No Net Name has been or is now involved in any dispute, opposition, invalidation or cancellation Proceeding and, to the Company’s Knowledge, no such action is threatened with respect to any Net Name. In addition, to the Knowledge of the Company and its Subsidiaries: (i) no Net Name has been challenged, as presently conducted, infringes upon interfered with or misappropriates threatened in any material Intellectual Property rights of a third party way and (ii) no third party Net Name infringes, interferes with or is infringing alleged to interfere with or violating infringe the trademark, copyright or domain name of any of the Owned Intellectual Property in any material respectother Person. (di) The Company and its Subsidiaries take commercially have taken all necessary and reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as confidentiality of all trade secrets, know-how, source code, databases, customer lists, schematics, ideas, algorithms and processes and all use, disclosure or appropriation thereof by or to any Person has not had been pursuant to the terms of a written agreement between such third party and would not reasonably be expected the Company and its Subsidiaries. The Company and its Subsidiaries have complied with all of its confidentiality obligations under each Contract to have, individually or in the aggregate, a Company Material Adverse Effect, which the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationare a party.

Intellectual Property. (a) The Company and its Subsidiaries own, free and clear of any Liens (other than Permitted Liens), or otherwise possess the right to use, all Company Intellectual Property that is necessary for and material to the conduct of the Company’s business as of the date hereof. Section 3.20(a2.16(a) of the Company Disclosure Letter Schedule sets forth a list of all Owned (i) Trademark registrations and applications for registration and Internet domain names, (ii) Patents issued or pending and (iii) Copyright registrations and applications for registration, in each instance owned by the Company or any of its Subsidiaries. The material Intellectual Property owned by the Company and its Subsidiaries is valid, subsisting and, to the Knowledge of the Company, enforceable. (b) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) no claim by any third party contesting the validity, enforceability, use, or ownership of the Company Intellectual Property has been made in the past three (3) years or is currently pending against the Company, nor, to the Knowledge of the Company, is any such claim threatened; (ii) neither the Company nor its Subsidiaries have given notice to any third party asserting infringement or misappropriation by such third party of any of the Company Intellectual Property that remains unresolved and, to the Knowledge of the Company, no third party is registeredinfringement or misappropriating any Company Intellectual Property in any material respect; and (iii) to the Knowledge of the Company, issued the conduct of the business by the Company and its Subsidiaries does not infringe or misappropriate the subject Intellectual Property rights of any third party. (c) The computer systems, including software, hardware, firmware and networks, owned, leased or licensed by the Company or any of its Subsidiaries (the “Company Systems”) are sufficient for the immediate needs of the business of the Company and its Subsidiaries, and in the past twelve (12) months, there has not been any outage or disruption to the use of the Company Systems that has had a pending application for registration that is material to adverse impact on the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) . The Company and its Subsidiaries take maintain commercially reasonable steps consistent with industry practice to protect disaster recovery and preserve the Owned Intellectual Propertybusiness continuity plans. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(a) The Company owns and possesses all right, title and interest in and to, or has a valid license to use, all of the Company Disclosure Letter sets forth a list Proprietary Rights (as defined below) necessary for the operation of all Owned Intellectual Property that the Business as presently conducted and none of such Proprietary Rights have been abandoned; (b) No claim by any third party contesting the validity, enforceability, use or ownership of any such Proprietary Rights has been made, is registeredcurrently outstanding or, issued or the subject of a pending application for registration that is material to the conduct of the business knowledge of the Company and its Subsidiariesthe Shareholders, taken as a wholeis threatened, as presently conducted.and, to the knowledge of the Company and the Shareholders, there is no basis for any such claim; (bc) To the Knowledge None of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business any Shareholder nor any registered agent of the Company and its Subsidiarieshas received any notice of, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim nor is pending or asserted in writing since January 1, 2017 against the Company or any Shareholder aware of its Subsidiaries that the conduct of the business of the Company and its Subsidiariesany reasonable basis for any allegation of, as presently conductedany infringement or misappropriation by, infringes upon or misappropriates conflict with, any material Intellectual Property rights of a third party and (ii) no third party is infringing with respect to such Proprietary Rights, nor has the Company, the Shareholders, or violating any registered agent of any of the Owned Intellectual Property in them received any material respect.claim of infringement or misappropriation of or other conflict with any Proprietary Rights of any third party; (d) The Company has not infringed, misappropriated or otherwise violated any Proprietary Rights of any third parties, and its Subsidiaries take commercially reasonable steps consistent with industry practice none of the Company or the Shareholders knows of any infringement, misappropriation or conflict which will occur as a result of the continued operation of the Company as presently operated and as contemplated to protect and preserve be operated or as a result of the Owned Intellectual Property.consummation of the Merger; and (e) Except as has not had All personnel, including without limitation employees, agents, consultants and would not reasonably be expected contractors, who have contributed to have, individually or participated in the aggregateconception and/or development of all or any part of the Proprietary Rights which are not licensed to the Company from a third party either (1) have been party to a "work for hire" arrangement or agreement with the Company, a in accordance with applicable federal and state law, that has accorded the Company Material Adverse Effectfull, effective, exclusive, and original ownership of all tangible and intangible property thereby arising, or (2) have executed appropriate instruments of assignment in favor of the Company as assignee that have conveyed to the Company full, effective and exclusive ownership of all tangible and intangible property thereby arising. (f) As used herein, the Company term "PROPRIETARY RIGHTS" means all proprietary information of the Company, including all patents, patent applications, patent disclosures and its Subsidiaries have taken commercially reasonable actions consistent with industry practice inventions (whether or not patentable and whether or not reduced to protect the confidentialitypractice), integrity all trademarks, service marks, trade dress, trade names, corporate names, domain names, copyrights, all trade secrets, confidential information, ideas, formulae, compositions, know-how, processes and security of their techniques, drawings, specifications, designs, logos, plans, improvements, proposals, technical and computer data, documentation and software, databasesfinancial, systemsbusiness and marketing plans, computer and telecommunications equipment, related information technology, networks and Internet sites and all information stored other proprietary, industrial or contained therein intellectual property rights relating to the Business, including those proprietary, industrial or transmitted thereby from any unauthorized use, access, or modificationintellectual property rights found at the Company's websites listed on SCHEDULE 3.14.

Intellectual Property. (a) Section 3.20(a5.17(a) of the Company Disclosure Letter sets forth contains a true and complete list of all Owned Intellectual Property that is registeredpatents, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company patent applications, trademark and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company service xxxx registrations and its Subsidiaries, taken as a whole, as presently conducted, free applications and clear of all Liens (other than Permitted Liens), except as has not had copyright registrations and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against applications owned by the Company or any of its Subsidiaries that (“Registered Intellectual Property”). All such Registered Intellectual Property is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use) and are not subject to any unpaid maintenance fees or taxes or actions due within 90 days after the conduct of Closing. There are no proceedings or actions known to the business Company before any court or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) related to any such Registered Intellectual Property other than those set forth in Section 5.17(a) of the Company and its Subsidiaries, as presently conducted, infringes upon Disclosure Letter. The Company has not claimed any status in the application for or misappropriates registration of any material Registered Intellectual Property rights of a third party and (ii) no third party is infringing or violating any that, to the knowledge of the Owned Intellectual Property in any material respectCompany, would not be applicable to Parent. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (eb) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company, and except as identified in Section 5.17(b) of the Company Disclosure Letter: (i) With respect to all Company Owned Intellectual Property: (A) the Company or its Subsidiaries, as the case may be, owns such Company Owned Intellectual Property exclusively and has good title thereto, free and clear of any Liens (except Permitted Liens) and, to the knowledge of the Company, no Third Party has any rights thereto (other than Permitted Liens and licenses granted in connection with the sale, licensing or distribution of the Company’s products or otherwise in the ordinary course of business); and (B) to the knowledge of the Company, all Company Owned Intellectual Property is valid and enforceable and, to the knowledge of the Company, no Third Party has asserted that any Company Owned Intellectual Property is not valid or enforceable. (ii) The consummation of the transactions contemplated by this Agreement will not alter, encumber, impair or extinguish any Company Owned Intellectual Property, or to the knowledge of the Company, any other Company Intellectual Property, or impair the right of the Surviving Corporation to develop, use, sell, license or dispose of, or to bring any action for the infringement of, any Company Owned Intellectual Property or, to the knowledge of the Company, any other Company Intellectual Property. (iii) To the extent that any Company Owned Intellectual Property was originally owned or created by or for any Third Party, including any predecessor of the Company or of any of its Subsidiaries: (A) the Company or such Subsidiary has a written Contract with such Third Party with respect thereto, pursuant to which the Company or such Subsidiary, as the case may be, has obtained complete, unencumbered and unrestricted ownership and is the exclusive owner of, all such Company Owned Intellectual Property by valid assignment or otherwise; (B) the consummation of the transactions contemplated hereby does not violate such Third Party Contracts; (C) such Third Parties have not retained and do not have any rights or licenses with respect to such Company Owned Intellectual Property; and (D) to the knowledge of the Company, no basis exists for such Third Party to challenge or object to this Agreement or the transactions contemplated hereby. (iv) The consummation of the transactions contemplated hereby will not, to the knowledge of the Company, cause Parent to grant to any Third Party any rights to any Company Owned Intellectual Property, or incur any royalty or other obligation to any Third Party, other than those obligations that the Company or Parent would have had if such transactions had not taken place. (v) Neither the Company nor any of its Subsidiaries has transferred ownership of, or granted any license under or right to use, or authorized the retention of any license or right to use, any Company Intellectual Property to any other Person other than licenses to past and existing: (A) consultants engaged by the Company or its Subsidiaries, (B) manufacturers or other vendors providing goods or services to the Company or its Subsidiaries, and (C) resellers, distributors, and customers of the Company. (vi) The Company Intellectual Property is sufficient for, and constitutes all Intellectual Property that is used in, necessary for or would otherwise be infringed, misappropriated or otherwise violated by, the conduct of the business of the Company and its Subsidiaries immediately following the Closing in substantially the same manner as currently conducted by the Company and its Subsidiaries, or as contemplated to be conducted by the Company and its Subsidiaries as evidenced by a written business plan, written development plan or computer software code of the Company and its Subsidiaries; provided that, for the avoidance of doubt, the foregoing shall not be deemed to constitute a representation of non-infringement of any Intellectual Property. (vii) No government funding or facilities of a university, college, or other educational institution or non-profit research center was used in the creation or development of the Company Owned Intellectual Property. To the knowledge of the Company, no current or former employee, consultant or independent contractor who contributed to the creation or development of any Company Owned Intellectual Property performed services for a governmental entity, university, college, or other educational institution or non-profit research center during a period of time during which such employee, consultant or independent contractor was also performing services for the Company used in the creation or development of the Company Owned Intellectual Property. (viii) The Company and its Subsidiaries have, and as a result of the transactions contemplated hereby, the Surviving Corporation will have, the right to use, pursuant to valid licenses, all Software development tools, library functions, compilers and all other Third Party Software that are used by the Company and its Subsidiaries in their respective businesses to create, modify, compile, operate or support any Company Software in substantially the same manner as such Software development tools, library functions, compilers and other Third Party Software is used by the Company and its Subsidiaries in their respective businesses as currently conducted. (ix) No Software owned by or licensed to the Company or any of its Subsidiaries that is incorporated or embedded in any Company product made commercially available by the Company or any of its Subsidiaries (“Company Software”) has been combined by the Company or any of its Subsidiaries with any Third Party Software, including Software subject to an open source license, in such a manner that, solely as a result of such combination: (A) restrictions are placed on the rights of the Company and its Subsidiaries to license, sublicense, resell or distribute such Company Software (other than copyright notice requirements, restrictions in licenses granted to the Company or its Subsidiaries which are required to be included in licenses granted by the Company and its Subsidiaries, and other similar requirements or restrictions on the distribution of Third Party Software), (B) restrictions are placed on the rights of the Company and its Subsidiaries to charge license fees for the sublicense, resale or distribution of the Company Software, (C) the Company or any of its Subsidiaries is required to make available the source code for the Company Software to any Third Parties to which the Company or any of its Subsidiaries distributes the Company Software in non-source code form, (D) neither the Company nor any of its Subsidiaries may claim copyright in any derivative works made by the Company or its Subsidiaries from the Company Software, or (E) the Company and its Subsidiaries are prohibited from restricting the Persons by which, or the purposes for which, the Company Software may be used. (x) Section 5.17(b)(x) of the Company Disclosure Letter lists all Company Material Contracts to which the Company or any of its Subsidiaries is a party with respect to (x) transfers to or from the Company or any of its Subsidiaries of any ownership interest in any Company Owned Intellectual Property, or (y) the licensing by the Company or any of its Subsidiaries of any Company Owned Intellectual Property, other than non-exclusive Software licenses granted to (A) end-user customers, (B) consultants engaged by the Company, (C) manufacturers or other vendors providing goods or services to the Company or its Subsidiaries, and (D) distributors and resellers, in each case in the ordinary course of business. (xi) Neither (A) the operation of the business of the Company and its Subsidiaries, including the making, using, selling, licensing and distribution of the products of the Company or any of its Subsidiaries, by either the Company or any of its Subsidiaries nor (B) the use of the Company Intellectual Property by the Company or any of its Subsidiaries, did or do: (x) infringe or misappropriate the Intellectual Property of any Person; (y) violate the rights of any Person (including rights to privacy or publicity); or (z) constitute unfair competition or trade practices, under the laws of any jurisdiction in which the Company or any of its Subsidiaries does or has done business. Neither the Company nor any of its Subsidiaries has received any written notice or otherwise has knowledge of any pending or threatened claim, action, suit, order or proceeding alleging that the operation of the business of the Company and its Subsidiaries or any services provided, processes used or products manufactured, used, imported, offered for sale or sold by the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property rights of any Person or constitutes unfair competition or trade practices under the laws of any jurisdiction in which the Company or any of its Subsidiaries does or has done business. (xii) There are no Company Material Contracts between the Company or any of its Subsidiaries and any other Person regarding the ownership, assignment, license, distribution, resale or use of Company Intellectual Property under which there is, to the knowledge of the Company, any dispute or any threatened dispute regarding the scope of such Contract or performance under such Contract. (xiii) To the knowledge of the Company, no Person has challenged, infringed, misappropriated or otherwise violated any Company Owned Intellectual Property. (xiv) The Company and its Subsidiaries have taken commercially exercised reasonable actions consistent care, including taking reasonable steps, to maintain the confidentiality of all material Trade Secrets that are Company Intellectual Property and no such Trade Secrets have been disclosed other than to employees, representatives and agents of the Company or any of its Subsidiaries all of whom are bound by written confidentiality agreements, or to Third Parties under a written obligation of confidentiality in favor of the Company and its Subsidiaries. (xv) Section 5.17(b)(xv) of the Company Disclosure Letter lists all Third Parties to which the Company or any its Subsidiaries has provided or disclosed the source code to any material Software that is Company Owned Intellectual Property, and all other Third Parties that, to the knowledge of the Company, have been provided access to, or have had possession of any such source code, and, for each Third Party listed in Section 5.17(b)(xv) of the Company Disclosure Letter, such schedule identifies the Software source code that was provided or disclosed; provided that such schedule shall not include any individuals who: (A) are or were consultants of the Company, (B) received access to such source code only under a written obligation of confidentiality to the Company, and (C) to the knowledge of the Company, no longer have (as of the date of this Agreement) access to or possession of any copy of such source code. For the avoidance of doubt, any Software that is Company Owned Intellectual Property that is incorporated into or distributed with industry practice any Company product shall be considered material Software. (xvi) The Company has and enforces a policy requiring each employee and consultant of the Company or any of its Subsidiaries to execute a proprietary rights and confidentiality agreement substantially in the form previously made available to Parent and all current and former employees and consultants of the Company or any of its Subsidiaries who have created or modified any material Company Owned Intellectual Property have executed such an agreement assigning all of such employees’ and consultants’ rights in and to such Company Owned Intellectual Property to the Company or its Subsidiary, as applicable. (xvii) No Company Owned Intellectual Property and, to the knowledge of the Company, no other Company Intellectual Property is subject to any proceeding or outstanding decree, order, judgment, or stipulation that restricts in any manner the transfer thereof to Parent as contemplated hereby, or, to the knowledge of the Company, that adversely affects the validity, use or enforceability of such Company Intellectual Property. No exclusive rights have been granted by the Company or any of its Subsidiaries to any Third Party with respect to any Company Intellectual Property. (xviii) To the extent that the Company or any of its Subsidiaries has distributed or licensed any product to an end user pursuant to any form of encryption key: (A) the Company or such Subsidiary, as the case may be, has a written agreement with each such end user requiring such end user to protect the confidentialityconfidentiality of such key; (B) Section 5.17(b)(xviii) of the Company Disclosure Letter contains a true and complete list of all Third Parties to whom the Company or any of its Subsidiaries has disclosed such keys, integrity other than end users described in clause (A) above who have paid for or otherwise rightfully obtained licenses corresponding to such encryption keys, and security consultants and employees of their softwarethe Company or any of its Subsidiaries; (C) to the knowledge of the Company, databasesno Third Party has had access to any such keys, systemsexcept pursuant to clause (B) above. (xix) All services provided or products manufactured, computer and telecommunications equipmentused, information technologyimported, networks and Internet sites and offered for sale or sold by the Company or any of its Subsidiaries comply in all information stored material respects with the warranties made by Company or contained therein or transmitted thereby from any unauthorized useof its Subsidiaries to its customers. To the knowledge of the Company, accessas of the date of this Agreement, there are no outstanding claims, or modificationthe basis for such claims, for breach of warranties by the Company or any of its Subsidiaries in connection with such services or products for which the Company or any of its Subsidiaries has liability not reserved against on the Company Balance Sheet. To the Company’s knowledge, there is no problem, defect or issue with respect to any of such services or products which does, or may reasonably be expected to, materially and adversely affect the value or functionality of such services, processes or products.

Intellectual Property. (a) Section 3.20(a3.16(a) of the Company Disclosure Letter Schedule sets forth a list as of the date hereof of all Owned issued patents and pending patent applications, and all registrations and pending applications for registration of Intellectual Property that is registeredare, issued or the subject of a pending application for registration that is material to the conduct in each case, part of the business Alkali Group Intellectual Property, setting forth as to each such item as applicable, the owner(s) of record (and, in the case of domain names, the registrant), jurisdiction of application and/or registration, the application and/or registration number and the date of application and/or registration. Except as set forth in Section 3.16(a) of the Company Disclosure Schedule, each item of Alkali Group Intellectual Property required to be set forth in Section 3.16(a) of the Company Disclosure Schedule (i) is in effect, and its Subsidiariesthere is no pending or, taken as a whole, as presently conducted. (b) To to the Knowledge of the Company, threatened Action to invalidate or find unenforceable any such item of Alkali Group Intellectual Property (ii) has been duly applied for and registered, and (iii) is duly assigned to and is recorded in the Company or one name of its Subsidiariesa member of the Alkali Group, except, in each case of (i) through (iii), as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has had not had and or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except . Notwithstanding the foregoing, no representation is made herein with respect to the patents that are identified as set forth expired on Section 3.20(c3.16(a) of the Company Disclosure Letter, to the Knowledge Schedule. (b) A member of the Company, (i) Alkali Group is the conduct sole and unrestricted legal and beneficial owner of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the all Alkali Group Intellectual Property free and clear of all Liens, adverse claims, any requirement of any past (if outstanding), present or future royalty payments, or otherwise encumbered or restricted by any rights of any third party and no claim is pending or asserted other than the IP Contracts listed in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business Section 3.16(b) of the Company Disclosure Schedule or Permitted Liens. The execution, delivery and its Subsidiariesperformance of this Agreement and the consummation of the transactions contemplated thereby will not result in the loss, as presently conductedforfeiture, infringes upon termination, license, or misappropriates impairment of, or give rise to any material obligation to transfer or to create, change or abolish, or limit, terminate, or consent to the continued use of any rights in Alkali Group Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except IP Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. At the Closing, Purchaser and the members of the Alkali Group will (a) taking into account all Ancillary Agreements and (b) subject to Sections 6.3, 6.7, 6.12, 6.13 and 6.20, own or have the right to use, all of the Intellectual Property used in and necessary to conduct the Business as currently conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Since January 1, 2016, to the Knowledge of the Company, the Alkali Group and the conduct of the Business has not infringed, misappropriated or violated the Intellectual Property of any Person, and there are no pending or, to the Knowledge of the Company, threatened Actions with respect to the foregoing. To the Knowledge of the Company, no third party has since January 1, 2016, infringed, misappropriated or violated the Alkali Group Intellectual Property. (d) Section 3.16(d) of the Company Disclosure Schedule sets forth a complete and its Subsidiaries correct list of all material licenses, sublicenses, and other agreements to which the Seller or any Affiliate of the Seller (including the Alkali Group) is a party pursuant to which: (i) any Person is authorized to use any Alkali Group Intellectual Property; (ii) the rights to fully exploit any Alkali Group Intellectual Property by any member of the Alkali Group is limited (iii) the Seller or any Affiliate of the Seller (including the Alkali Group) is authorized to use Intellectual Property of a third party that is used exclusively in the Business (other than (A) off-the-shelf software licensed under shrink wrap or clickwrap agreements for an annual fee of less than $250,000 and (B) all licenses, sublicenses, and other agreements to which the Seller or any Affiliate of the Seller (other than the Alkali Group) is a party that relate to services to be provided under the Ancillary Agreements); and (iv) any Intellectual Property used in the Business that is or has been developed by or for the Seller or any Affiliate of the Seller (including, the Alkali Group) is assigned to the Seller or any Affiliate of the Seller (including the Alkali Group) by any other Person, or assigned by the Seller or any Affiliate of the Seller (including, the Alkali Group) to any other Person (other than Intellectual Property assignment agreements with employees of the Seller or any Affiliate of the Seller (including the Alkali Group) entered into in the ordinary course of the Seller or such Affiliate) (collectively, “IP Contracts”). (e) The Seller and all Affiliates of the Seller (including the Alkali Group) have taken commercially reasonable actions consistent with industry practice best steps to protect and maintain all Alkali Group Intellectual Property, including to preserve the confidentialityconfidentiality of any Trade Secrets, integrity except where such failure to protect and security maintain has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any disclosure by a member of their softwarethe Alkali Group of its Trade Secrets to any other Person has been pursuant to a written agreement with such Person or is otherwise lawful, databasesexcept as would not reasonably be expected to have, systemsindividually or in the aggregate, computer a Material Adverse Effect. To the Knowledge of the Company, in the past three (3) years, no person has gained unauthorized access to any Trade Secrets included within the Alkali Group Intellectual Property. (f) The members of the Alkali Group own and telecommunications equipmenthave the right use and at the Closing will (a) taking into account all of the Ancillary Agreements and (b) subject to Sections 6.3, 6.7, 6.12, 6.13 and 6.20, own or have the right to use all material information technologytechnology hardware and software used or held for use in the Business, networks and Internet sites such hardware and software is adequate and sufficient in all information stored material respects to meet the processing and other business requirements of the Business as currently conducted, except as would not reasonably be expected to have, individually or contained therein in the aggregate, a Material Adverse Effect. (g) The Parties understand and agree that no representation or transmitted thereby from any unauthorized usewarranty is made by the Company in this Agreement in respect of Intellectual Property matters, access, or modificationother than the representations and warranties set forth in this Section 3.16 and in Sections 3.7 and 3.15.

Intellectual Property. (ai) Section 3.20(a) of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken Except as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect. Effect on the Company: (cA) Except as set forth on Section 3.20(cthe Company owns, free and clear of all Liens, or have a valid license or otherwise possess valid rights to use all Intellectual Property (defined below) and Owned Software (defined below) necessary to conduct the business of the Company Disclosure Letter, to the Knowledge of the Companyas it is currently conducted, (iB) the conduct of the business of the Company and its Subsidiaries, as presently conducted, it is currently conducted does not infringe upon infringe, misappropriate or misappropriate otherwise violate the Intellectual Property rights of any third party and Person, (C) there are no claim is pending or, to the Knowledge of the Company, threatened claims with respect to any of the Owned Software or asserted in writing since January 1the Intellectual Property rights owned by the Company, 2017 against (D) the Company has not received any written notice of any infringement or misappropriation by, or conflict with, any Person with respect to such Intellectual Property or Owned Software, nor has the Company received any notice of its Subsidiaries that claims of infringement or misappropriation of or other conflict with any Intellectual Property of any Person; (E) the Company has taken commercially reasonable steps to register and otherwise protect all Intellectual Property owned by the Company; (F) the Company has valid licenses for all software used in the conduct of the business of the Company as it is currently conducted and its Subsidiariesthe Company has not been the subject of, as presently conductedor have been given notice of, infringes upon any actual or misappropriates proposed or threatened software license audit by any material other entity, association or Person; (G) none of the software necessary for the business of the Company is subject to an open source software license (including without limitation any GNU General Public License, Creative Commons License, or any similar open source license); and (H) neither execution of this Agreement nor completion of a Post-Merger Acquisition and Related Transactions contemplated herein will invalidate or violate any license or other agreement with respect to the Intellectual Property rights of a third party and owned or used by the Company or any confidentiality agreement or non-disclosure agreement or provision to which the Company is subject. (ii) There are no third IP Licenses in which (A) the Company is the licensor or licensee, (B) annual payments required thereunder exceed $25,000, and (C) the parties thereto continue to have any obligations, duties or liabilities thereunder. There are no material breaches or defaults under any IP License by the Company or by any other party thereto, and there exists no event or condition which does or will result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default by the Company or any other party thereto, under any such IP License. The Company has not licensed or sublicensed any of its material rights in or assigned or entered into settlement agreements with respect to any Intellectual Property owned by the Company, other than pursuant to the IP Licenses. (iii) For purposes of this Agreement, (A) “Intellectual Property” shall mean all of the following: (I) registered and unregistered trademarks, trade dress, service marks, logos, trade names, slogans, corporate names and all registrations and applications to register the same; (II) issued patents and pending patent applications, patent registrations, patent disclosures, letters patent and any and all divisions, continuations, continuations‑in‑part, continuing prosecution applications, reissues, reexaminations, and extensions thereof, any counterparts claiming priority therefrom or from which priority may be claimed, utility models, patents of importation or confirmation, certificates of invention and like statutory rights’; (III) registered and unregistered copyrights (including any work of authorship in which copyright does or may subsist under the law of any jurisdiction), rights of publicity, and all registrations and applications to register the same; (IV) Internet domain name applications and registrations; (V) rights in any “mask works” as such term is infringing defined in 17 U.S.C. § 901, et seq., and any registrations or violating applications therefor; (VI) all categories of trade secrets as defined in the Uniform Trade Secrets Act including, but not limited to, technology, inventions, and business information; and (VII) all licenses and agreements pursuant to which the Company has acquired rights in or to any Trademarks, Patents, Copyrights or Mask Works, or licenses and agreements pursuant to which the Company has licensed or transferred the right to use any of the foregoing (“IP Licenses”); including in all cases, those used in conjunction with the Owned Intellectual Property in Software, (B) “Owned Software” shall mean the Company Software owned by the Company (including without limitation the source code, binary executable code, object code, compilers, assemblers and algorithms therein) does not violate the rights of any third part, and (C) “Company Software” shall mean the software owned or licensed by the Company (other than commercially available “off-the-shelf” software) that is material respect. (d) to the business of the Company. The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the has no Company Software or Owned Intellectual PropertySoftware. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Section 3.20(a2.20(a) of the Company Disclosure Letter Schedule sets forth as of the date hereof a true, complete and correct list of all Owned Registered Intellectual Property that owned by, to be assigned to, filed in the name of, or to be filed in the name of Company or any of its Subsidiaries (collectively the “Company Registered Intellectual Property”), in each case listing: (i) the name of the applicant/registrant, inventor/author and current owner; (ii) the jurisdiction in which such item of Company Registered Intellectual Property has been registered or filed; (iii) the applicable registration or serial number; (iv) the filing date, and issuance/registration/grant date; and (v) a brief description of the prosecution status thereof. The Company Registered Intellectual Property is registeredvalid, issued enforceable (except with respect to applications) and subsisting, and has not expired or been cancelled, or abandoned. (b) Section 2.20(b) of the subject Company Disclosure Schedule lists all Contracts pursuant to which the Company or any of its Subsidiaries acquired or purported to acquire ownership of a pending application for registration third party’s Intellectual Property Rights that is are material to the conduct business of the Company, by means of the direct purchase of such Intellectual Property Rights or the purchase (by means of a purchase of stock, merger or otherwise) of the entity owning such Intellectual Property Rights. (c) No Source Code for any Company Product has been delivered, licensed or made available to any escrow agent or other third party who is not, as of the date of this Agreement, an employee of the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries have any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the Source Code for any Company Product to any escrow agent or other third person. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the delivery, license or disclosure of the Source Code for any Company Product to any escrow agent or other third person. (d) The Company exclusively owns all right, title and interest to and in the Company Intellectual Property free and clear of any Liens. Each person (including each employee, consultant and contractor of the Company and its Subsidiaries) who was or is involved in the creation or development of any Company Products, as well as any other material Company Intellectual Property, has signed and delivered a written Contract in the form of the Company’s standard forms of proprietary information, confidentiality and invention assignment agreements (each form of which has been made available to Parent), and no employee, consultant or contractor has excluded the assignment of any Technology and Intellectual Property Rights to the Company or its Subsidiaries under any such proprietary information, confidentiality and invention assignment agreements that relates or purports to relate to any Company Product or service. The Company has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information pertaining to the business of the Company and its Subsidiaries. (e) There is no pending or, to the Company’s Knowledge, threatened (and at no time within the seven (7) years prior to the date of this Agreement has there been pending any) Legal Proceeding before any Governmental Authority in any jurisdiction alleging that (i) any activities, products, services or conduct of the Company or any of its Subsidiaries infringes, violates or constitutes the unauthorized use of the Intellectual Property Rights of any third party or (ii) challenging the ownership, validity, enforceability or registerability of any Company Intellectual Property. The Company is not party to any settlements, covenants not to xxx, consents, decrees, stipulations, judgments, or Orders resulting from Legal Proceedings which (i) restrict the Company’s or any of its Subsidiaries’ rights to use, license or transfer any Company Intellectual Property or (ii) compel or require the Company or any of its Subsidiaries to license, disclose or transfer any Company Intellectual Property to any third party. Within the three (3) years prior to the date prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice or, to the Knowledge of the Company, any other notice or communication from any third party alleging that the operation of the business of the Company or any of its Subsidiaries infringes or misappropriates the Intellectual Property Rights of any third party or constitutes unfair competition or trade practices under the Law of any jurisdiction (excluding any alleged infringement or misappropriation that is not or is not reasonably likely to be material to the Company and its Subsidiaries, taken together as a whole, as presently conducted). (bf) To the Knowledge of the Company, neither the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct operation of the business of the Company nor its Subsidiaries (including the design, development, use, provision, support, import, branding, advertising, promotion, marketing, reproduction, manufacture, license and sale of any Company Products) infringe upon, misappropriate, violate or constitute, nor in the past has infringed upon, misappropriated, violated or constituted the unauthorized use of any Intellectual Property Rights owned by any third party or constituted unfair competition or trade practices under the Law of any jurisdiction in a manner that is, or is reasonably likely to be, material to the Company and its Subsidiaries, taken together as a whole. Within the three (3) years prior to the date of this Agreement, as presently conductedneither the Company nor any of its Subsidiaries has sent any notice to any third party alleging that the operation of such party’s business or any act, free or product of such party, infringes or misappropriates any material Company Intellectual Property, nor are the Company and clear its Subsidiaries aware of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually any fact or in the aggregate, a Company Material Adverse Effectcircumstance regarding any such third party infringement. (cg) Except as set forth on Section 3.20(c2.20(g)(1) of the Company Disclosure LetterSchedule accurately identifies and describes: (i) each item of Open Source Code that is contained in, distributed or made available with or used in the development of the Company Products; (ii) the applicable license terms for each such item of Open Source Code; (iii) the Company Products to which each such item of Open Source Code relates; and (iv) any modifications to such Open Source Code made by an the Company and its Subsidiaries. Except as set forth in Section 2.20(g)(2) of the Company Disclosure Schedule, no Company Product contains, is derived from, is or has been distributed or made available with or is being or was developed using Open Source Code that is licensed under any terms that: (i) impose or could impose a requirement or condition that any Company Product or part thereof: (A) be disclosed or distributed in Source Code form; (B) be licensed for the purpose of making modifications or derivative works; or (C) be redistributable at no charge; or (ii) otherwise impose or could impose any other material limitation, restriction or condition on the right or ability of the Company and its Subsidiaries to use, distribute or make available any Company Products, or (iii) is used or distributed in violation of any license with respect to such Open Source Code. (h) Section 2.20(h)(1) of the Company Disclosure Schedule accurately identifies each Contract (other than: (i) Contracts between the Company or any of its Subsidiaries and its employees on the Company’s standard form that has been provided to Parent; and (ii) Contracts for commercially available off-the-shelf software available for an aggregate fee of less than $10,000) pursuant to which any Intellectual Property Right or Technology that is material to the operation of the business of the Company or any of its Subsidiaries is or has been licensed (including covenants not to xxx or similar covenants), sold, assigned or otherwise conveyed or provided to the Company or any of its Subsidiaries (such Contracts, “In-Licenses”). (i) Section 2.20(i) of the Company Disclosure Schedule lists all Contracts (other than non-exclusive licenses to Company Products granted in the ordinary course of business consistent with past practice of the Company and its Subsidiaries on the Company’s standard form that has been provided to Parent) pursuant to which the Company or any of its Subsidiaries has granted a third party any rights or licenses (including covenants not to xxx or similar covenants) to any material Company Intellectual Property (“Out-Licenses”; together with the In-Licenses, the “IP Licenses”). (j) Neither this Agreement nor the transactions contemplated hereby (including the Merger), including any assignment to Parent by operation of law as a result of the Merger of any Contracts to which the Company or any of its Subsidiaries is a party, will result in: (i) Parent, any of its Subsidiaries or the Surviving Corporation granting to any third party any right to or with respect to any Intellectual Property Rights owned by, or licensed to, any of them prior to the Closing, (ii) Parent, any of its Subsidiaries or the Surviving Corporation, being bound by, or subject to, any non-compete or other material restriction on the operation or scope of their respective businesses, or (iii) Parent, any of its Subsidiaries or the Surviving Corporation being obligated to pay any royalties or other material amounts, or offer any discounts, to any third party in excess of those payable by, or required to be offered by, any of them, respectively, in the absence of this Agreement or the transactions contemplated hereby (including the Merger). (k) Copies of the current privacy policies of Company and each of its Subsidiaries relating to (i) the privacy of users of Company Products and Company services and all Internet websites owned, maintained or operated by the Company or any of its Subsidiaries, and (ii) the collection, acquisition, use, storage, transfer, distribution or dissemination of any Personal Information collected by the Company or any of its Subsidiaries or by third parties having authorized access to the records of the Company or its Subsidiaries, in each case, have been made available to Parent (“Company Privacy Policies”). The security, collection, acquisition, use, storage, transfer, distribution or dissemination by Company or any of its Subsidiaries of any Personal Information, as well as all communications from the Company and its Subsidiaries to users, partners or customers (whether sent by the Company or its Subsidiaries directly or through third-party providers) has complied in all material respects with all applicable Law, existing contractual commitments with third parties and the Company Privacy Policies. The execution, delivery and performance of this Agreement complies with all, and will not result in the breach or violation of any, applicable Law relating to privacy and the collection, acquisition, use, storage, transfer, distribution or dissemination of Personal Information and with the Company Privacy Policies. Except as required to process a transaction or provide the Company Products, the Company has not disclosed, nor has any obligation to disclose, any Personal Information to any third party. No claims have been asserted or, to the Knowledge of the Company, are threatened against the Company or its Subsidiaries by any third party alleging a violation of any third party’s privacy, personal or confidentiality rights. To the Knowledge of the Company, no person has gained unauthorized access to any Personal Information, or other confidential information of a third party, collected by, held by, or provided to, Company or its Subsidiaries. (il) No government funding and no facilities of any university, college, other educational institution or research center were used in the conduct development of any Company Intellectual Property where, as a result of such funding or the use of such facilities, any government or any university, college, other educational institution or research center has any rights in such Company Intellectual Property. (m) Neither the Company, nor any of its Subsidiaries participates in, or is a member of, any “standards setting organization”, or is or was a member of any, formal or informal organization, body or group that is involved in setting, proposing, publishing or developing any industry standards or which places any restrictions on, or requirement with respect to, the licensing or enforcement of any Company Intellectual Property. (n) The Company Products are free from any defect, bug, virus or programming, design or documentation error or corrupting code that would have a material effect on the operation of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that Subsidiaries. To the conduct Knowledge of the business Company, none of the Company and its Subsidiaries, Products contain any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus” or “worm” (as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or such terms are commonly understood in the aggregatesoftware industry) or any other disrupting, a Company Material Adverse Effectdisabling, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored harming or contained therein or transmitted thereby from any unauthorized use, access, or modificationmalicious code.

Intellectual Property. (a) The Company and its Subsidiaries (i) are the sole and exclusive (as to any third party) owners or assignees of the entire right, title and interest in and to the Intellectual Property set forth on Section 3.20(a4.19(a) of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of and designated as owned by the Company and its Subsidiaries, taken which represents all material patents, registrations and applications pertaining to Intellectual Property owned or purported to be owned by the Company and its Subsidiaries, and (ii) are licensed perpetually and without royalty or other payment obligations to third parties to the Intellectual Property set forth on Section 4.19(a) of the Company Disclosure Letter and designated as a wholelicensed to the Company and its Subsidiaries, in each case except as presently conductedset forth therein. The Company and its Subsidiaries own all right, title and interest in and to, or have valid rights to use, free and clear of any Liens, but subject to any existing licenses or other grants of rights to third parties (all as expressly set forth on Section 4.19(a) of the Company Disclosure Letter), all Intellectual Property material (i) for their businesses as currently conducted and contemplated and (ii) for the manufacture, use and sale of the products currently marketed and the products currently in clinical development, by or on behalf of the Company and its Subsidiaries (collectively, the “Company Intellectual Property”). (b) To There is no Legal Action pending, or to the Knowledge of the Company threatened, (i) alleging infringement, misappropriation, violation or dilution by the Company or its Subsidiaries of any Intellectual Property of any third party or challenging the validity, enforceability, ownership or use of any Company Intellectual Property or (ii) by the Company or its Subsidiaries against any third party alleging infringement, misappropriation or other violation of any Intellectual Property against. Neither the manufacture, use or sale of the Company’s and its Subsidiaries’ products, nor any other use of any Company Intellectual Property by the Company and its Subsidiaries infringes, misappropriates or otherwise violates the Intellectual Property of any third party and, to the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material not being infringed by any third party. No Company Intellectual Property will terminate or cease to the conduct of the business be a valid right of the Company or its Subsidiaries by reason of the execution and delivery of this Agreement by the Company, the performance of the Company of its Subsidiariesobligations hereunder, taken or the consummation by the Company of the Merger. Except as a wholeset forth on Section 4.19(b) of the Company Disclosure Letter, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as the Company has not had and would not reasonably be expected granted any license, sublicense or any other rights in, to have, individually or in the aggregate, a Company Material Adverse Effectunder any Intellectual Property. (c) Except as set forth on Section 3.20(c4.19(c) of the Company Disclosure Letter, to the Knowledge no current or former employee or consultant of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that owns any right, title or interest in or to any Company Intellectual Property owned or purported to be owned by the conduct of the business of Company. All Company Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries was developed by employees or consultants who have executed written agreements assigning exclusive rights in and to such Company Intellectual Property to Company or its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take all commercially reasonable steps consistent with industry practice to protect and preserve maintain the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security confidentiality of their softwareproprietary information and material trade secrets, databases, systems, computer and telecommunications equipment, information technology, networks none of such trade secrets have been disclosed to any third party except pursuant to written and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationenforceable confidentiality obligations.

Intellectual Property. (ai) Section 3.20(a3(g)(i) of the Company Disclosure Letter Schedule sets forth a true, complete and accurate list of all registered Marks, material unregistered Marks, Acquired Patents, registered Copyrights and registered Domain Names and pending applications for any of the foregoing, owned by the Seller or licensed by the Seller that have been exclusively used by the Seller in connection with the Business in the past three (3) years. (ii) The Seller is the sole and exclusive owner of all right, title and interest in and to the Core IP and Acquired Patents, and to the Actual Knowledge of the Seller, the other Business Intellectual Property, free and clear of all Security Interests or other adverse claims or restrictions on, or imperfections of, title or transfer of any nature whatsoever except for the Coexistence and Product Placement Agreements. Upon the Closing, the Buyer shall receive all of the Seller’s rights, title and interests in and to the Core IP and Acquired Patents, and to the Actual Knowledge of the Seller, the other Business Intellectual Property, free and clear of all Security Interests or adverse claims or restrictions on, or imperfections of, title or transfer of any nature whatsoever except for the Coexistence and Product Placement Agreements. (iii) Section 3(g)(iii) of the Disclosure Schedule sets forth a list of all Owned licenses, sublicenses and other agreements to which the Seller is a party, pursuant to which the Seller authorized any third party (other than the Buyer) to use the Business Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conductedProperty. (biv) To No registered Xxxx, or application thereto, that is included in the Core IP, or to the Actual Knowledge of the CompanySeller, the Company other Business Intellectual Property, has been, in the past three (3) years, or one of its Subsidiariesis now involved in any opposition or cancellation proceeding and, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct Actual Knowledge of the business of the Company and its SubsidiariesSeller, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as no such proceeding is or has not had and would not reasonably be expected been threatened with respect to have, individually or in the aggregate, a Company Material Adverse Effectany such Xxxx. (cv) Except as set forth on Section 3.20(c) The Core IP, and to the Actual Knowledge of the Company Disclosure LetterSeller, the other Business Intellectual Property, is valid and enforceable, and the Seller has not received written notice or claim in the past three (3) years challenging the validity or enforceability of any Core IP and Acquired Patents, or to the Actual Knowledge of the Seller, the other Business Intellectual Property. (vi) There are no royalty, commission or other executory payment agreements, relating to any other Business Intellectual Property. (vii) None of the Seller’s current or former officers, employees or consultants currently claim or have claimed any ownership interest in any Core IP or Acquired Patents, or to the Actual Knowledge of the Seller, the other Business Intellectual Property. (viii) (A) none of the Core IP or Acquired Patents, and to the Actual Knowledge of the Seller the other Business Intellectual Property, infringes upon or misappropriates the rights of any other Person nor, to the Actual Knowledge of the Seller, has been infringed upon or misappropriated by any other Person or its property; (B) in the past three (3) years, the Seller has not received any claim, offer of license, cease and desist or equivalent letter or other written notice of any allegation that any of the Core IP or Acquired Patents, or to the Actual Knowledge of the Seller, the other Business Intellectual Property infringes upon, misappropriates or otherwise violates the Intellectual Property of any third parties and, to Actual Knowledge of the Seller, none is threatened; (C) to the Actual Knowledge of the Seller, there has been no unauthorized use by, disclosure to or by or infringement, misappropriation or other violation of any of the Business Intellectual Property by any third party and/or any current or former licensee, distributor, independent contractor, consultant or any other agent of the Seller; (D) none of the Core IP or Acquired Patents, or to the Actual Knowledge of the Seller, the other Business Intellectual Property, is subject to any suits, actions, asserted claims or demands of any third party and, to the Seller’s Actual Knowledge, no action or proceeding, whether judicial, administrative or otherwise, has been instituted, is pending, or is threatened that challenges or affects the rights of the Seller in and to the Business Intellectual Property; and (E) in the past three (3) years, the Seller has not received any written opinions of counsel (outside or inside) relating to infringement, invalidity or unenforceability of any of the Core IP or Acquired Patents, or to the Actual Knowledge of the Seller, the other Business Intellectual Property. (ix) All registrations with and applications to Governmental Authorities in respect of the Core IP, Acquired Patents and to the Actual Knowledge of the Seller, the other Business Intellectual Property, were properly filed, applied for, valid, registered and/or maintained in good standing and enforceable and in full force and effect in all material respects. To the Actual Knowledge of the Seller, the Seller is in material compliance with all applicable Laws regarding the manufacture, advertising, sale, import, and export of the Business Intellectual Property, and to the Knowledge of the CompanySeller, the Seller is not in default (ior with the giving of notice or lapse of time or both, would be in default) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating respect under any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice Core IP, Acquired Patents or, to protect and preserve the Owned Actual Knowledge of the Seller, the other Business Intellectual Property. (ex) Except as has not had Upon the Closing, the Buyer shall have acquired all of the Seller’s rights with respect to all of the Core IP and would not reasonably be expected Acquired Patents, and to havethe Actual Knowledge of the Seller, individually the other Business Intellectual Property to: (A) xxx for (and otherwise assert claims for) and recover damages and obtain any and all other remedies available at Law or in the aggregateequity for any past, a Company Material Adverse Effectpresent or future infringement, misappropriation or other violation of any of such Intellectual Property (and to settle all such suits, actions and proceedings); (B) seek protection therefor (including, without limitation, the Company right to seek and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect obtain copyright, trademark and service xxxx registrations and letters patent in the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites United States and all information stored or contained therein or transmitted thereby from any unauthorized other countries and governmental divisions); and (C) claim all rights and priority thereunder. (xi) No renewal, fee payment, filing of an affidavit of continuing use, accessor any other action is or will be required to be taken with respect to any issued registration, application for registration included in the Core IP or Acquired Patents, and to the Actual Knowledge of the Seller, the other Business Intellectual Property, within ninety (90) days of the Closing in order to maintain, renew and not abandon or impair its validity and enforceability. (xii) The execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the compliance by the Seller with the provisions of this Agreement do not and will not materially conflict with, or modificationresult in any material loss or encumbrance of any Core IP or Acquired Patents, and to the Actual Knowledge of the Seller, the other Business Intellectual Property, or benefit related thereto, or result in the creation of any lien in or upon any Core IP or Acquired Patents, and to the Actual Knowledge of the Seller, the other Business Intellectual Property. (xiii) The representations set forth in this Section 3(g) are the only representations by the Seller relating to Intellectual Property.

Intellectual Property. (a) Section 3.20(a) of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken Except as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has does not had have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.: (ca) Except as set forth on Section 3.20(c(i) the Company has good and exclusive title to each item of the Company Disclosure LetterIntellectual Property Rights; (ii) the Intellectual Property Rights are free and clear of any liens, claims or encumbrances, are not subject to any license (royalty bearing or royalty free) and are not subject to any other arrangement requiring any payment to any person or the obligation to grant such rights to any person in exchange for payment or other consideration; (iii) to the Knowledge of the Company, the Company’s rights in the Licensed Rights and all other material rights in the Licensed Rights are free and clear of any liens, claims, encumbrances, royalties or other obligations; and (iiv) the Intellectual Property Rights and the Licensed Rights are all those material intellectual property rights necessary to the conduct of the business of each of the Company and the Subsidiaries as presently conducted. The validity of the Intellectual Property Rights and title thereto, (A) have not been questioned in any prior Litigation; (B) are not being questioned in any pending Litigation; and (C) to the Knowledge of the Company, are not the subject of any threatened or proposed Litigation. (b) To the Knowledge of the Company, the business of each of the Company and the Subsidiaries, as presently conducted, does not conflict with or infringe on and has not been alleged to conflict with or infringe on any patents, trademarks, trade names, service marks, copyrights, trade secrets or other intellectual property rights of others or to constitute unfair competition or trade practices under the laws of any jurisdiction in which the Company and the Subsidiaries operate. (c) The consummation of the transactions contemplated hereby will not result in the loss or impairment of any of the Intellectual Property Rights or the Company’s or the Subsidiaries’ right to use any of the Licensed Rights. To the Knowledge of the Company, there are no third parties using any of the Intellectual Property Rights material to the business of the Company or the Subsidiaries as presently conducted. (d) Each of the Company and the Subsidiaries exclusively owns, or possesses valid rights to, all computer software programs that are material to the conduct of the business of the Company and its the Subsidiaries. To the Company’s Knowledge, as presently conductedthere are no infringement or misappropriation suits, does not infringe upon actions or misappropriate the Intellectual Property rights of any third party and no claim is proceedings pending or asserted in writing since January 1, 2017 threatened against the Company or any of its Subsidiaries that Subsidiary with respect to any software owned or licensed by the conduct of the business Company or any Subsidiary. The use by each of the Company and its Subsidiaries, as presently conducted, infringes upon the Subsidiaries of computer software licensed by others to the Company or misappropriates the Subsidiaries does not breach any material Intellectual Property rights terms of a any license or other contract between the Company or the Subsidiaries and any third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) party. The Company and its the Subsidiaries take commercially reasonable steps consistent are in compliance with industry practice the terms and conditions of all license agreements in favor of the Company and the Subsidiaries relating to protect and preserve computer software programs licensed by others for use by the Owned Intellectual PropertyCompany or the Subsidiaries. (e) Except as has not had For purposes of this Section 3.19, (i) “Intellectual Property Rights” means all United States and would not reasonably be expected to haveforeign patents and patent applications, individually or in the aggregateall United States and foreign trademark, a Company Material Adverse Effectservice xxxx and copyright registrations and applications therefor, all internet uniform resource locator and domain name registrations and applications therefor, and all material trademarks, trade names, service marks, domain names and copyrights owned by the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice the Subsidiaries, and (ii) “Licensed Rights” means all United States and foreign patents, trademarks, trade names, service marks and copyrights licensed to protect the confidentiality, integrity and security Company or any of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationthe Subsidiaries.

Intellectual Property. The Company and its Subsidiaries own, or have a valid right to use, all trademarks, service marks, tradenames, domain names, copyrights, patents, hardware, software, trade secrets, information and know-how and other intellectual property (acollectively, “Intellectual Property”) Section 3.20(a) necessary to conduct, or used or held for use in, the Business as currently conducted, a correct and complete list of which, other than as to any non-proprietary and non-material Intellectual Property, as of the Company Disclosure Letter sets date of this Agreement, is set forth a list of all Owned Intellectual Property that is registeredon Schedule 3.30, issued or the subject of a pending application for registration that is material to and the conduct of the business Business (including the products and services of the Company and its Subsidiaries) does not infringe upon, taken as a wholemisappropriate or otherwise violate the rights of any other Person, as presently conducted. (b) To the Knowledge of and the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company ’s and its Subsidiaries’ rights thereto are not subject to any licensing agreement or similar arrangement. There has been no claim asserted or, taken as a wholeto Sellers’ Knowledge, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or threatened in the aggregate, a Company Material Adverse Effect. past three (c3) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 years against the Company or any of its Subsidiaries asserting that the conduct of the business Business infringes upon, misappropriates, or otherwise violates the rights of any other Person. To Sellers’ Knowledge, no Person is infringing, misappropriating, or otherwise violating any Intellectual Property owned, used, or held for use by the Company or any of its Subsidiaries in the conduct of the Business, and no such claims have been asserted or threatened against any Person by the Company and or any of its Subsidiaries, as presently conductedto Sellers’ Knowledge, infringes upon or misappropriates any material Intellectual Property rights of a third party and other Person, in the past three (ii3) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) years. The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice measures to protect and preserve the Owned Intellectual Property. confidentiality of material trade secrets. During the three (e3) Except as has not had and would not reasonably be expected years prior to havethe date hereof, individually or (i) there have been no material security breaches in the aggregateCompany’s or any Subsidiary’s information technology systems, a Company Material Adverse Effect, and (ii) there have been no disruptions in the Company’s or any Subsidiary’s information technology systems that materially adversely affected the Company’s or any Subsidiary’s business or operations. The Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect evaluated their disaster recovery and backup needs and have implemented plans and systems that reasonably address their assessment of risk. No current or former Affiliate (except the confidentialityAcquired Companies), integrity and security of their softwarepartner, databasesdirector, systemsstockholder, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, accessofficer, or modificationemployee of the Company or any Subsidiary will, after giving effect to the transactions contemplated hereby, own or retain any rights to use any of the Intellectual Property owned, used, or held for use by the Company or its Subsidiaries in the conduct of the Business.

Intellectual Property. (ai) Section 3.20(aThe Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) material and necessary to enable it to conduct its business as now operated (and, except as set forth in Schedule 3(j) hereof, as presently contemplated to be operated in the future). There is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company Disclosure Letter sets forth or of a list of all Owned Subsidiary with respect to any Intellectual Property that is registerednecessary to enable it to conduct its business as now operated (and, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken except as a wholeset forth in Schedule 3(j) hereof, as presently conducted. (b) To contemplated to be operated in the Knowledge of the future). The Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or one of its Subsidiaries, as applicable, owns, is licensed to use circumstances that would or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not might reasonably be expected to havegive rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, individually or in the aggregate, a Company Material Adverse Effectconfidentiality and value of their Intellectual Property. (cii) Except as set forth on Section 3.20(cSchedule 3(j) of all Intellectual Property used by the Company Disclosure Letter, to the Knowledge of the Company, (i) in the conduct of its business that is licensed by a third party for the business Company’s use, including, without limitation, all software licenses (the “Licensed Intellectual Property”) are subject to current, written, valid licenses or sub-licenses (the “IP Licenses”) to use all such Licensed Intellectual Property. Except as set forth on Schedule 3(j), (A) none of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Licensed Intellectual Property rights infringes or results from the misappropriation of any Intellectual Property of any third party and no claim is pending or asserted in writing since January 1person, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (iiB) no third party person is infringing or violating misappropriating any material Licensed Intellectual Property, (C) none of the Owned Licensed Intellectual Property is the subject of, and to the Company’s knowledge there has been no threat of, any current claim of infringement or misappropriation, (D) the Company has received no written, verbal or other communication from any licensor of Licensed Intellectual Property that the Company is in breach of, has violated, or is otherwise potentially subject to termination or revocation of, any material respect. IP License, (dE) The the Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and committed any act or omission that constitutes or would not reasonably be expected to haveconstitute a breach or violation of any IP License and, individually (F) to the Company’s knowledge, no licensor of any Licensed Intellectual Property has committed any act or in the aggregate, omission that constitutes or would reasonably be expected to constitute a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security breach or violation of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationIP License.

Intellectual Property. (a) Section 3.20(a) of To the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registeredCompany’s Knowledge, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one each of its Subsidiaries, as applicable, Subsidiaries owns, or is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted(in each case, free and clear of all Liens (other than Permitted any Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.20(c) of the Company Disclosure Letter, to the Knowledge of the Company, (i) all Intellectual Property necessary for the conduct of the its business as currently conducted. The business or operations of the Company and any of its Subsidiaries, as presently conducted, Subsidiaries does not infringe upon infringe, misappropriate or misappropriate otherwise violate the Intellectual Property rights of any third party person and no claim is pending or asserted in writing since January 1, 2017 against accordance in all respects with any applicable license pursuant to which the Company or any of its Subsidiaries acquired the right to use any Intellectual Property and the Company is not a party to any litigation that involves a claim that the conduct Company or any of its Subsidiaries has infringed, misappropriated or otherwise violated the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party person and (ii) the Company has not received written notice or threat of such a claim. To the Company’s Knowledge, no third party person is challenging, infringing on or otherwise violating any right of the Owned Company or any of its Subsidiaries with respect to any Intellectual Property in owned by and/or licensed to the Company or any material respect. (d) The Company of its Subsidiaries, and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries have taken commercially reasonable actions consistent to avoid the abandonment, cancellation or unenforceability of all Intellectual Property owned or licensed, respectively, by the Company and its Subsidiaries. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with industry practice the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to protect register, the confidentialityforegoing, integrity including any extension, modification or renewal of any such registration or application; inventions, discoveries and security ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and know-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; writings and other works, whether copyrightable or not and whether in published or unpublished works, in any jurisdiction; and registrations or applications for registration of their softwarecopyrights in any jurisdiction, databases, systems, computer and telecommunications equipment, information technology, networks any renewals or extensions thereof; and Internet sites and all information stored any similar intellectual property or contained therein or transmitted thereby from any unauthorized use, access, or modificationproprietary rights.

Intellectual Property. (a) Section 3.20(a2.12(a) of the Company Disclosure Letter Schedule identifies (i) the name of the applicant/registrant, (ii) the jurisdiction of application/registration, (iii) the application or registration number and (iv) any other co-owners, for each item of Registered IP owned in whole or in part by the Company (the “Company Owned Registered IP”). Each of the patents and patent applications included in the Company Owned Registered IP identifies by name each and every inventor of the inventions claimed therein as determined in accordance with applicable Laws of the United States. (A) The Company Owned Registered IP, other than any pending application, is subsisting and, to the Company’s Knowledge, valid and enforceable; (B) none of the Company Owned Registered IP has been withdrawn, cancelled or abandoned; and (C) all application, registration, issuance, renewal and maintenance fees due for the Company Owned Registered IP having a due date on or before the date of this Agreement have been paid in full, and all necessary documents and certificates have been filed with United States Patent and Trademark Office or equivalent authority or registrar anywhere in the world, as the case may be, for the purposes of maintaining such Company Owned Registered IP. To the Company’s Knowledge, with respect to each item of Company Owned Registered IP, neither the Company nor its patent counsel has misrepresented, or failed to disclose, any facts or circumstances in any application for any Company Owned Registered IP or during the prosecution thereof that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the enforceability of any such Company Owned Registered IP. As of the date of this Agreement, no interference, opposition, reissue, reexamination or other proceeding of any nature (other than initial examination proceedings) is pending or, to the Company’s Knowledge, threatened, in which the scope, validity, enforceability or ownership of any Company Owned Registered IP is being or has been contested or challenged. (b) The Company solely owns all right, title and interest in and to all Company IP, free and clear of all Encumbrances other than Permitted Encumbrances and, to the Company’s Knowledge, has the right, pursuant to a Company In-bound License (as defined below) to use all other material Intellectual Property Rights used by the Company in its business as currently conducted. To the Company’s Knowledge, the Company IP and the material Intellectual Property Rights exclusively licensed to the Company pursuant to a Company In-bound License (the “Company In-Licensed IP”) are all the Intellectual Property Rights necessary to operate the business of the Company as currently conducted and as proposed to be conducted as of the date of this Agreement. Section 2.12(b) of the Company Disclosure Schedule identifies (i) the name of the applicant/registrant, (ii) the jurisdiction of application/registration, (iii) the application or registration number and (iv) any other co-owners, for each item of Company In-Licensed IP that constitutes Registered IP (the “Company In-Licensed Registered IP”). To the Company’s Knowledge, (A) the Company In-Licensed Registered IP, other than any pending application, is subsisting and valid and enforceable; (B) none of the Company In-Licensed Registered IP has been withdrawn, cancelled or abandoned; and (C) all application, registration, issuance, renewal and maintenance fees due for the Company In-Licensed Registered IP having a due date on or before the date of this Agreement have been paid in full, and all necessary documents and certificates have been filed with United States Patent and Trademark Office or equivalent authority or registrar anywhere in the world, as the case may be, for the purposes of maintaining such Company In-Licensed Registered IP. To the Company’s Knowledge, with respect to each item of Company In-Licensed Registered IP, no licensor of any Company In-Licensed Registered IP nor anyone acting on such licensor’s behalf has misrepresented, or failed to disclose, any facts or circumstances in any application for any Company In-Licensed Registered IP or during the prosecution thereof that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the enforceability of any such Company In-Licensed Registered IP. To the Company’s Knowledge, as of the date of this Agreement, no interference, opposition, reissue, reexamination or other proceeding of any nature (other than initial examination proceedings) is pending or, to the Company’s Knowledge, threatened, in which the scope, validity, enforceability or ownership of any Company In-Licensed Registered IP is being or has been contested or challenged. No Company Associate owns or has any claim, right (whether or not currently exercisable) or interest to or in any Company IP, and each Company Associate involved in the creation or development of any material Company IP, pursuant to such Company Associate’s activities on behalf of the Company, has signed a valid, enforceable written agreement containing a present assignment of all of such Company Associate’s rights in such Company IP to the Company (without further payment being owed to any such Company Associate and without any restrictions or obligations on the Company’s ownership or use thereof) and confidentiality provisions protecting the Company IP, which, to the Company’s Knowledge, has not been breached by such Company Associate. Without limiting the foregoing, the Company has taken commercially reasonable steps to protect, maintain and enforce all Company IP and Company In-Licensed IP (to the extent that the Company has the right to maintain and enforce such Company In-Licensed IP), including the secrecy, confidentiality and value of trade secrets and other confidential information therein, and, to the Company’s Knowledge, there have been no unauthorized disclosures of any Company IP or Company In-Licensed IP. Neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions will cause: (i) the Company to grant to any third party any rights in or to any Company IP or Company In-Licensed IP beyond those rights granted by the Company to any such Company IP owned by it or Company In-Licensed IP licensed to it under the terms of any Company Material Contract regardless of this Agreement or the Contemplated Transactions, (ii) the Company to be bound by, or subject to, any non-compete, non-solicit or other restriction on the operation or scope of its business beyond those restrictions that the Company is bound by or subject to under the terms of any Company Material Contract regardless of this Agreement or the Contemplated Transactions, or (iii) the Company to be obligated to pay any payments of any kind to any Person with respect to Intellectual Property Rights of such Person other than those payable pursuant to any Company Material Contracts by the Company regardless of this Agreement or the Contemplated Transactions. (c) No funding, facilities or personnel of any Governmental Body or any university, college, research institute or other educational or academic institution has been used, in whole or in part, to create any Company IP or any Company In-Licensed IP, except for any such funding or use of facilities or personnel that does not result in such Governmental Body or institution obtaining ownership or other rights (including any “march in” rights or a right to direct the location of manufacturing of products) to such Company IP or Company In-Licensed IP or the right to receive royalties or other consideration for the practice of such Company IP or Company In-Licensed IP. (d) Section 2.12(d) of the Company Disclosure Schedule sets forth each Contract pursuant to which the Company (i) is granted a list of all Owned license under any material Intellectual Property Right owned by any third party that is registered, issued used by the Company in its business as currently conducted (each a “Company In-bound License”) or the subject of (ii) grants to any third party a pending application for registration that is license under any material Company IP or any material Intellectual Property Right licensed to the conduct Company under a Company In-bound License (each a “Company Out-bound License”) (provided that, Company In-bound Licenses shall not include material transfer agreements, clinical trial agreements, services agreements, non-disclosure agreements, commercially available Software-as-a-Service offerings, off-the-shelf software licenses or generally available patent license agreements, in each case entered into in the Ordinary Course of Business on a non-exclusive basis and that do not grant any commercial rights to any products or services of the Company; and Company Out-bound Licenses shall not include material transfer agreements, clinical trial agreements, services agreements, non-disclosure agreements, or non-exclusive outbound licenses, in each case entered into in the Ordinary Course of Business on a non-exclusive basis and that do not grant any commercial rights to any products or services of the Company). Neither the Company nor, to the Company’s Knowledge, any other party to any Company In-bound License or Company Out-bound License has breached or is in breach of any of its obligations under any Company In-bound License or Company Out-bound License. (e) To the Company’s Knowledge: (i) the operation of the business of the Company as currently conducted does not infringe any valid and its Subsidiariesenforceable issued or granted Registered IP or misappropriate or otherwise violate any other issued or granted Intellectual Property Right owned by any other Person; and (ii) no other Person is infringing, taken as a whole, as presently conducted. (b) To the Knowledge misappropriating or otherwise violating any Company IP or any Company In-Licensed IP. As of the date of this Agreement, no Legal Proceeding is pending (or, to the Company’s Knowledge, is threatened) (A) against the Company alleging that the operation of the businesses of the Company infringes or constitutes the misappropriation or other violation of any issued or granted Intellectual Property Rights of another Person or (B) by the Company alleging that another Person has infringed, misappropriated or otherwise violated any of the Company IP or any Company In-Licensed IP. Since January 28, 2020, the Company has not received any written notice or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has other written communication alleging that the right to use all Intellectual Property that is material to the conduct operation of the business of the Company infringes or constitutes the misappropriation or other violation of any issued or granted Intellectual Property Right of another Person. (f) None of the Company IP or, to the Company’s Knowledge, Company In-Licensed IP is subject to any pending or outstanding injunction, directive, order, decree, settlement, judgment or other disposition of dispute that adversely and its Subsidiariesmaterially restricts the use, taken as a wholetransfer, as presently conducted, free and clear registration or licensing by the Company of all Liens (other than Permitted Liens), except as has not had and any such Company IP or Company In-Licensed IP or otherwise would not reasonably be expected to haveadversely affect the validity, individually scope, use, registrability, or in the aggregate, a enforceability of any Company Material Adverse EffectIP or Company In-Licensed IP. (cg) Except as set forth on Section 3.20(c) of To the Company’s Knowledge, the Company Disclosure Letterin the operation of its business is in substantial compliance with all applicable Laws pertaining to data privacy and data security of any personally identifiable information and sensitive business information (collectively, “Sensitive Data”). To the Company’s Knowledge, since January 28, 2020, there have been (i) no material losses or thefts of data or security breaches relating to Sensitive Data used in the Knowledge business of the Company, (iii) no violations of any security policy of the conduct Company regarding any such Sensitive Data, (iii) no unauthorized access or unauthorized use of any Sensitive Data used in the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon (iv) no unintended or misappropriate the Intellectual Property rights improper disclosure of any third party and no claim is pending personally identifiable information in the possession, custody or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct control of the business Company, or a contractor or agent acting on behalf of the Company and its SubsidiariesCompany, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights in each case of a third party and clauses (iii) no third party is infringing or violating any of the Owned Intellectual Property in any material respectthrough (iv). (dh) The Company and its Subsidiaries take commercially reasonable steps consistent with is not now nor has ever been a member or promoter of, or a contributor to, any industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and standards body or any similar organization that would not reasonably be expected to have, individually require or in the aggregate, a Company Material Adverse Effect, obligate the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored grant or contained therein offer to any other Person any license or transmitted thereby from right to any unauthorized use, access, Company IP or modificationCompany In-Licensed IP.

Intellectual Property. (a) Section 3.20(a) of the The Company Disclosure Letter sets forth a list of and its Subsidiaries own or have sufficient, valid and enforceable rights to use all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is Rights material to the conduct of their respective businesses as currently conducted, all of which rights shall survive the business consummation of the transactions contemplated by this Agreement unchanged. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Intellectual Property Rights that are owned by the Company and its Subsidiaries is subsisting, valid and enforceable, and is not subject to any outstanding order, judgment, decree or agreement adversely affecting the Company’s or its Subsidiaries’ ownership or use of, taken as a wholeor rights in or to, as presently conductedany such Intellectual Property Rights. (bc) There are no material claims pending, and there have been no material claims in the three year period prior to the date of this Agreement (i) contesting or challenging the use, validity, enforceability or ownership of any Intellectual Property Rights material to the Company’s or any of its Subsidiaries’ respective businesses that are owned or purported to be owned by the Company or any of its Subsidiaries, (ii) alleging that the Company or any of its Subsidiaries or any of their respective products or services is infringing, misappropriating or otherwise violating the Intellectual Property Rights of any Person, whether directly or indirectly, or (iii) against any Person alleging infringement, misappropriation or other violation of any Intellectual Property Rights held by the Company or any of its Subsidiaries, whether directly or indirectly. (d) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business respective businesses of the Company and its SubsidiariesSubsidiaries does not infringe, taken as a wholemisappropriate or otherwise violate, as presently conductedand has not infringed, free and clear misappropriated or otherwise violated in the three year period prior to the date of all Liens (other than Permitted Liens)this Agreement, any Intellectual Property Rights of any third party, in each case, except as has not had and to the extent such infringement, misappropriation or other violation would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (ce) Except as set forth on Section 3.20(c) of would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company Disclosure Letter, nor any of its Subsidiaries is a party to the Knowledge of the Company, or is otherwise bound by any Contract pursuant to which (i) the conduct of the business of any license, covenant not to xxx, release, waiver, option or other right is granted under any Intellectual Property Rights owned by the Company and or any of its Subsidiaries, as presently conducted(ii) any Person has granted any license, does covenant not infringe upon to xxx, release, waiver, option or misappropriate the other right under any Intellectual Property rights Rights to the Company or any of any third party and no claim is pending its Subsidiaries, or asserted in writing since January 1, 2017 against (iii) the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon has assigned or misappropriates agreed to assign any material Intellectual Property rights Rights to any Person, except in the case of a third party and clauses (i) or (ii), other than non-exclusive licenses granted in the ordinary course of business pursuant to standard terms that previously have been provided to the Parent (each such Contract described in clauses (i) no third party through (iii), together with all amendments, exhibits and schedules to such Contract, is infringing or violating any of the Owned referred to in this Agreement as a “Company Intellectual Property in any material respectContract”). (df) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice measures to protect the confidentialityconfidentiality of all Trade Secrets that are owned, integrity used or held by the Company and security its Subsidiaries, and to the Company’s Knowledge, such Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to valid and appropriate non-disclosure and/or license agreements which have not been breached. (g) For purposes of their softwarethis Agreement, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.the following terms have the following meanings:

Intellectual Property. (ai) Part I of Section 3.20(a3.1(o) of the Company Disclosure Letter sets forth Schedule contains a true and complete list of all Owned Intellectual Property that is registeredissued and pending U.S. and foreign patents, issued and all applications (including provisional applications), continuations, continuations-in-part, extensions, divisionals, re-examinations, reissues and renewals therefor; all registered and other material trademarks and service marks and applications for registrations therefor; all trade names, corporate names and domain names, and all registrations or the subject applications therefor; and all registered copyrights and applications therefor owned by or registered to Company or any of a pending application for registration that is material to the conduct its Subsidiaries (other than AHA or any of the business its Subsidiaries). Part II of Section 3.1(o) of the Company Disclosure Schedule contains a true and complete list of all material agreements, including licenses, sublicenses, assignments and other rights granted by Company or any of its Subsidiaries to any third party or granted by any third party to Company or any of its Subsidiaries, taken as a wholewith respect to any material item of Intellectual Property (other than Intellectual Property granted by or to AHA or any of its Subsidiaries). True and complete copies of such material licenses, as presently conductedsublicenses, assignments and agreements have been delivered or made available to Parent. (bii) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, Subsidiaries owns, or is licensed to use or otherwise has the right to use use, all material Intellectual Property that is material to necessary for the conduct operation and businesses of the business of the Company and its SubsidiariesSubsidiaries as presently conducted. There exists no restriction on the use, taken as a whole, transfer or licensing of such Intellectual Property and licenses in the operation and businesses of Company and its Subsidiaries as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or described in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Part II of Section 3.20(c3.1(o) of the Company Disclosure Letter, Schedule. (iii) Except (A) as disclosed in Company SEC Documents filed prior to the Knowledge date of the this Agreement and (B) for such Intellectual Property that is not material to Company, (i) the conduct of the business of the Company and its Subsidiariesthere is no notice or claim made or threatened by or against Company, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that or any of their licensees asserting the conduct invalidity, misuse, infringement, non-infringement or enforceability of the business any item of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights or challenging their right to the use or ownership of any item of Intellectual Property; provided that to the extent the foregoing relates to a third party and (ii) no third party is infringing notice or violating claim threatened against Company, any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security any of their softwarelicensees, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationit shall be limited to Company's knowledge.

Intellectual Property. (a) Section 3.20(aThe Company and its subsidiaries own, and/or are licensed or otherwise possess rights to use all material: (i) trademarks and service marks (registered or unregistered), trade dress, trade names and other names and slogans embodying business goodwill or indications of the Company Disclosure Letter sets forth a list of origin, all Owned Intellectual Property that is registered, issued applications or the subject of a pending application for registration that is material registrations in any jurisdiction pertaining to the conduct of foregoing and all goodwill associated therewith; (ii) inventions, technology, computer programs and software; (iii) trade secrets, including confidential and other non-public information (“Trade Secrets”); (iv) writings, designs, software programs, mask works or other works, applications or registrations in any jurisdiction for the business foregoing and all moral rights related thereto; (v) databases and all database rights; (vi) internet websites, domain names and applications and registrations pertaining thereto; and (vii) other intellectual property rights (collectively, “Company Intellectual Property”), that are used in the respective businesses of the Company and its Subsidiaries, taken subsidiaries as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently currently conducted, free and clear of all Liens (other than Permitted Liens)except for any such failures to own, except as has not had and be licensed or possess that would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) There are no infringements of any Company Intellectual Property by any third party that would reasonably be expected to have a Company Material Adverse Effect, and to the Company’s knowledge the conduct of the businesses as currently conducted or as currently planned to be conducted does not infringe any proprietary right of a third party. (c) Except as set forth on Section 3.20(c2.15(c) of the Company Disclosure LetterSchedule sets forth a complete list of all Company Intellectual Property owned by the Company and/or its subsidiaries. All such Company Intellectual Property is owned by the Company and/or its subsidiaries, to the Knowledge free and clear of the Company, liens or encumbrances of any nature. (id) the conduct of the business Section 2.15(d) of the Company Disclosure Schedule sets forth a complete list of all material licenses, sublicenses and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted other agreements in writing since January 1, 2017 against which the Company or any of its Subsidiaries that the conduct of the business of subsidiaries have granted rights to any person to make, use, sell, distribute or service any products or services which utilize or incorporate the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights and a separate list of a third party all material licenses, sublicenses and (ii) no third party is infringing other agreements in which the Company or violating any of its subsidiaries has received rights from any person to use the Owned Company Intellectual Property in any material respect. (d) the “Licensed Intellectual Property”). The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice subsidiaries will not, as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, be in material breach of any license, sublicense or other agreement relating to protect and preserve the Owned Licensed Intellectual Property. (e) Except as has not had The Company and its subsidiaries own or have the right to use all computer software currently used in and material to their businesses, except for any failures to own or rights of use that would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modification.

Intellectual Property. (a) Except as set forth in Section 3.20(a) 4.15 of the Company --------------------- BNI Disclosure Letter sets forth a list Schedule, (i) no claim is pending or, to the knowledge of BNI, threatened to the effect that the present or past operations of BNI infringes upon or conflicts with the rights of others with respect to any BNI Intellectual Property, and (ii) no claim is pending or, to the best knowledge of BNI, threatened to the effect that any of BNI's rights to the BNI Intellectual Property is/are invalid or unenforceable. To the knowledge of BNI, no contract, agreement or understanding with any party exists which would impede or prevent the continued use by BNI of the entire right, title and interest of BNI in and to any BNI Intellectual Property. The BNI Intellectual Property listed in Section 4.15 of the BNI Disclosure Schedule consists of all Owned BNI Intellectual Property that is registered, issued used or being developed for use in the subject of a pending application BNI Business or necessary for registration that is material to the conduct of the business BNI Business. No Person has a right to receive a royalty with respect to any of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all BNI Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Property. Except as set forth on in Section 3.20(c) 4.15 of the Company BNI Disclosure LetterSchedule, BNI has no licenses granted by or to it or other agreements to which it is a party relating in whole or in part to any BNI Intellectual Property, whether owned by BNI or otherwise. Except as set forth in Section 4.15 of the BNI Disclosure Schedule, and to the Knowledge knowledge of the CompanyBNI, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does BNI is not infringe infringing upon or misappropriate otherwise violating the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or with respect to any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material BNI Intellectual Property rights of a third party and (ii) no third party is infringing or violating using any of the Owned BNI Intellectual Property in a manner that would give rise to an obligation to render an accounting to any material respect. (d) The Company Person as a result of co-authorship, co-invention or an express or implied contract for any use or transfer thereof. BNI has taken all reasonable measures to secure and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect confidential business information and preserve the Owned Intellectual Property. (e) Except as trade secrets of BNI. BNI has not had and would not reasonably be expected sent or otherwise communicated to haveany other Person any notice, individually charge, claim or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, accessassertion of, or modificationhas any knowledge of, any present, impending or threatened infringement by such other Person of any BNI Intellectual Property or misappropriation of any BNI Intellectual Property by such other Person.

Intellectual Property. (a) Section 3.20(a) of the Company The attached Disclosure Letter sets forth Schedules contain a complete and accurate list of all Owned all: (i) patented or registered Intellectual Property that is registeredRights owned by the Company, issued (ii) pending patent applications and applications for other registrations of Intellectual Property Rights filed by or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge on behalf of the Company, (iii) Internet domain names, and any unregistered trademarks, service marks, trade dress, trade names, logos and corporate or company names used or useful by the Company in connection with the operation of the business, (iv) material licenses and other rights granted by the Company to any third party with respect to any Intellectual Property Rights, and (v) all material licenses and other rights granted by any third party to the Company with respect to any Intellectual Property Rights (“Third Party IP License”). The Company owns and possesses or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use pursuant to a valid and enforceable license, all Intellectual Property that is material to Rights necessary for the conduct operation of the business businesses of the Company and its Subsidiaries, taken as a whole, as presently conducted, conducted free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) . Except as set forth on Section 3.20(cin the attached Disclosure Schedule, (1) each Third Party IP License provides for the perpetual, royalty free right to Company to use of the subject Intellectual Property Rights without the payment of any additional or ongoing royalties or license fees, and (2) Company Disclosure Letter, has not agreed to indemnify any third party for claims relating to the Knowledge breach, misappropriation or infringement of any Intellectual Property Right. (i) During the five-year period prior to the date of this Agreement, there have been no written claims made against the Company asserting the invalidity, misuse or unenforceability of any of the Intellectual Property Rights owned or used by the Company, (iii) during the five-year period prior to the date of this Agreement, the Company has not received any written notice of, any infringement or misappropriation by, or conflict with, any Intellectual Property Rights of any third party (including any written demand or request that the Company license any rights from a third party), (iii) to the Company’s knowledge, the conduct of the Company’s business of the Company has not infringed, misappropriated or conflicted with and its Subsidiaries, as presently conducted, does not infringe upon infringe, misappropriate or misappropriate the conflict with any Intellectual Property rights Rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating misappropriating any of the Owned Company’s Intellectual Property in Rights, (iv) no royalties, honorariums or fees are payable by the Company to any material respect. Person by reason of the ownership or use of any of the Intellectual Property Rights, and (dv) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has transactions contemplated by this Agreement will not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable actions consistent with industry practice to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from Effect on any unauthorized use, accessThird Party IP License, or modificationthe Company’s right, title or interest in and to the Intellectual Property Rights listed on the Schedule 5.10.

Intellectual Property. (a) Section 3.20(a3.17(a) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of all Owned material Company Registered Intellectual Property that is and specifies, where applicable, the jurisdictions in which each such item of Company Registered Intellectual Property has been filed in the name of, or issued or registered, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens)in each case, except as has for such omissions that have not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company has maintained all Company Registered Intellectual Property in the ordinary course consistent with reasonable business practices and (ii) unless otherwise specified in Section 3.17(a) of the Company Disclosure Letter, the material Company Registered Intellectual Property listed therein is subsisting and, if registered, to the Knowledge of the Company, is valid and enforceable. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or any of its Subsidiaries, as applicable, owns, or is licensed or otherwise possesses adequate rights to use, all Company Intellectual Property used in their respective businesses as currently conducted; provided, however, that the representation and warranty in this Section 3.17(b) shall not constitute or be deemed or construed as any representation or warranty with respect to any infringement, misappropriation or violation of any Company Intellectual Property, which is exclusively addressed in Section 3.17(d). (c) Except as set forth on Section 3.20(c) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, there are no pending (or since January 1, 2017, to the Knowledge of the Company, threatened) claims by any Person (i) alleging infringement, misappropriation or violation by the Company Disclosure Letteror any of its Subsidiaries of any Intellectual Property of such Person or (ii) challenging the ownership, validity or enforceability of any material Company Intellectual Property. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, Subsidiaries as presently conducted, currently conducted does not infringe upon infringe, misappropriate or misappropriate the violate any Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 against the Company or any of its Subsidiaries that the conduct of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party Person and (ii) as of the date of this Agreement, no third party Person is infringing infringing, misappropriating or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has would not had have a Company Material Adverse Effect, the Company and its Subsidiaries (i) take commercially reasonable measures to protect the security of the computer systems owned by the Company or any of its Subsidiaries and the Company Intellectual Property, including the confidentiality of the material trade secrets owned by the Company or any of its Subsidiaries and (ii) comply with their respective internal written policies regarding the collection, use and disclosure of personally identifiable information. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and its Subsidiaries comply with all applicable privacy and data protection Laws applicable to their respective businesses as currently conducted; and (ii) since January 1, 2017, no written notices have taken commercially reasonable actions consistent been received by, and no written claims have been asserted by any third Person (including any Governmental Authority) against, the Company or any of its Subsidiaries, alleging any violation of any privacy or data protection Laws. (g) This Section 3.17 contains the sole and exclusive representations and warranties of the Company with industry practice respect to protect the confidentiality, integrity and security of their software, databases, systems, computer and telecommunications equipment, information technology, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, or modificationIntellectual Property matters.

Intellectual Property. (ai) Section 3.20(a) of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered, issued or the subject of a pending application for registration that is material to the conduct of the business of the Company and its Subsidiaries, taken Except as a whole, as presently conducted. (b) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, owns, is licensed to use or otherwise has the right to use all Intellectual Property that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted, free and clear of all Liens (other than Permitted Liens), except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, constitute a Material Adverse Effect, the Company and its Subsidiaries own or possess sufficient rights to use all patents, patent applications, inventions, copyrights, know-how, trade secrets, trademarks, service marks and trade names and other technology and intellectual property rights (collectively, “Intellectual Property”) used in or necessary for the conduct of their respective businesses as currently conducted. The conduct of the respective businesses of the Company and its Subsidiaries does not infringe the Intellectual Property of others, and to the Company’s Knowledge, no third party is infringing any Intellectual Property owned by the Company or any of its Subsidiaries except, in each case, as would not, individually or in the aggregate, constitute a Material Adverse Effect. (cii) The Company and its Subsidiaries have established policies, programs and procedures with respect to the collection, use, processing, storage and transfer of all personally identifiable or confidential information relating to individuals in connection with the business (collectively, “Personal Data”). Except as set forth on Section 3.20(cwould not, individually or in the aggregate, constitute a Material Adverse Effect, (A) since January 1, 2019, the Company and its Subsidiaries have complied with all applicable laws, regulations and contractual obligations relating to the protection and security of Personal Data to which Company and its Subsidiaries are currently or have been subject, (B) neither the Company nor any of its Subsidiaries has received any written inquiries from or been subject to any audit or other proceeding by any Governmental Entity regarding its compliance with the foregoing and (C) the Company and its Subsidiaries have complied with all rules, policies and procedures established by the Company and its Subsidiaries with respect to privacy, publicity, data protection or collection and use of Personal Data gathered or accessed in the course of the operations of the Company Disclosure Letterand its Subsidiaries. Since January 1, 2019, there have not been any incidents of (x) a material violation by Company or any of its Subsidiaries of any Person’s privacy, personal or confidentiality rights under any such rules, policies or procedures or (y) any material breach, material misappropriation, or material unauthorized disclosure, intrusion, access, use or dissemination of any Personal Data asserted or, to the Knowledge of the Company, (i) the conduct of the business of the Company and its Subsidiaries, as presently conducted, does not infringe upon or misappropriate the Intellectual Property rights of any third party and no claim is pending or asserted in writing since January 1, 2017 threatened against the Company or any of its Subsidiaries that by any Person. To the conduct Knowledge of the business of the Company and its Subsidiaries, as presently conducted, infringes upon or misappropriates any material Intellectual Property rights of a third party and (ii) no third party is infringing or violating any of the Owned Intellectual Property in any material respect. (d) The Company and its Subsidiaries take commercially reasonable steps consistent with industry practice to protect and preserve the Owned Intellectual Property. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectCompany, the Company and its Subsidiaries have taken commercially reasonable actions consistent steps (including implementing and monitoring compliance with industry practice adequate measures with respect to protect technical and physical security) to reasonably ensure that any Personal Data collected by the confidentialityCompany and its Subsidiaries is protected against loss and against unauthorized access, integrity use, modification, disclosure or other misuse. (iii) Except as would not, individually or in the aggregate, constitute a Material Adverse Effect, since January 1, 2019 the Company and security of their softwareits Subsidiaries have complied with, databasesand the Company and its Subsidiaries are presently in compliance with, systems, computer and telecommunications equipment, information technology, networks and Internet sites in all material respects the Payment Card Industry Data Security Standard and all information stored or contained therein or transmitted thereby from any unauthorized useregulations of the credit card industry and its member banks regarding the collection, accessstorage, or modificationprocessing, and disposal of credit card data to the extent applicable to the Company and its Subsidiaries.