Common use of Intellectual Property Clause in Contracts

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected tohave, individually or in the aggregate, result in a Company Material Adverse Effect, (i) either the Company and its Subsidiaries own or possessa Subsidiary of the Company owns, or can promptly acquire on reasonable terms, ownership, licenses is licensed or other legal otherwise possesses legally valid and enforceable rights to use use, all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for to the conduct of their respective businesses as now currently conducted, (ii) free and clear of Liens other than Company Permitted Liens. The execution and delivery by the Company believes it of this Agreement do not, and its Subsidiaries have taken all commercially reasonable steps necessary the consummation of the transactions contemplated hereby will not result in the loss, suspension, limitation, termination or other impairment of, or give rise to establish and preserve their respective ownership any right of all Intellectual Property Rights owned by any person to suspend, limit, terminate, consent to or otherwise impair the continued right of the Company or any of its Subsidiaries to own or use or otherwise exercise any other rights that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by currently has with respect to, any third party, (iv) Intellectual Property material to the knowledge of the Company, the present business, activities and products business of the Company and its Subsidiaries do not infringeSubsidiaries. There are no actions, misappropriate suits, proceedings, investigations or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding claims pending or, to the knowledge of the Company, threatened that challenges the validity, enforceability, registration, ownership or use of any Intellectual Property owned by the Company or one of its Subsidiaries and material to the conduct of their business. Except as would not have, individually or in writingthe aggregate, charging a Company Material Adverse Effect, (a) there are no proceedings pending, and neither the Company nor any of its Subsidiaries has received any written claims, in each case alleging infringement, misappropriation or other violation by the Company or any of its Subsidiaries with infringementof the Intellectual Property rights of any person, (b) the conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property rights of any person, (c) neither the Company nor any of its Subsidiaries has made any claim against any other person alleging a violation, misappropriation or other violation infringement of any the Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the and (d) no person is infringing, misappropriating or otherwise violating any Intellectual Property Rights owned by or licensed to rights of the Company or any of its Subsidiaries. As used in this Agreement, “Intellectual Property” means all intellectual property and industrial property rights of any kind or nature, including all U.S. and foreign: (i) trademarks, trade names, service marks, service names, logos, assumed names, domain names and other similar designations of source or origin, and (vii) any registrations or applications for the Intellectual Property Rights owned by andforegoing, to together with the knowledge goodwill of the Companybusiness connection with the use of and symbolized by any of the foregoing; (ii) registered and unregistered copyrights; (iii) patents, licensedpatent applications, to patent disclosures, and all related continuations, continuations-in-part, divisionals, reissues, reexaminations, substitutions, and extensions thereof; and (iv) trade secrets, know-how and other confidential business information. The computers, software, servers, workstations, routers, hubs, switches, circuits, networks, data communications lines and all other information technology infrastructure and equipment (collectively, the “IT Assets”) of the Company and 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 and have not materially malfunctioned or failed within the past three (3) years and (ii) are sufficient for the immediate and reasonably foreseeable needs of the Company and its Subsidiaries. The Company and its Subsidiaries have implemented commercially reasonable measures, has not been adjudged invalid or unenforceable in whole or in part and there is no pending orconsistent with industry standards, to protect the knowledge confidentiality, integrity and security of the CompanyIT Assets (and all information and transactions stored or contained therein or transmitted thereby). The Company and its Subsidiaries have implemented commercially reasonable data backup, threatened data storage, system redundancy and disaster avoidance and recovery procedures, as well as a commercially reasonable business continuity plan, in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimeach case consistent with customary industry practices.

Intellectual Property. Except as described The Company owns, possesses, licenses or has other rights to use copyrights, trademarks, service marks, trade names, Internet domain names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct its business in the Registration Statementmanner in which it is being conducted and in the manner in which it is contemplated as set forth in the SEC Reports (collectively, Prospectus the “Intellectual Property”). (i) None of the Intellectual Property is unenforceable or Disclosure Package invalid; (ii) except as set forth in the SEC Reports, the Company has not received any notice of violation or conflict with (the Company has no knowledge of any basis for violation or conflict with) rights of others with respect to the Intellectual Property; and (iii) except as set forth in the SEC Reports, there are no pending or, to the Company’s best knowledge after due inquiry, threatened actions, suits, proceedings or claims by others that allege any of the Company or a Subsidiary is infringing any patent, trade secret, trademark, service xxxx, copyright or other intellectual property or proprietary right. To the Company’s best knowledge, the discoveries, inventions, products or processes of the Company referenced in the SEC Reports do not violate or conflict with any intellectual property or proprietary right of any third Person, or any discovery, invention, product or process that is the subject of a patent application filed by any third Person; no officer, director or employee of the Company is in or has ever been in violation of any term of any patent non-disclosure agreement, invention assignment agreement, or similar agreement relating to the protection, ownership, development use or transfer of the Intellectual Property or, to the Company’s best knowledge after due inquiry, any other intellectual property, except where any violation would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse Effect. The Company is not in breach of and have complied in all material respects with all terms of, (i) any license or other agreement relating to the Intellectual Property. To the extent any Intellectual Property is sublicensed to any of the Company or a Subsidiary by a third party, such sublicensed rights shall continue in full force and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses effect if the principal third party license terminates for any reason. There are no contracts or other legal rights documents related to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets the Intellectual Property required to be described in or filed as an exhibit to the Registration Statement and the SEC Reports other than those described in or filed as an exhibit to the Registration Statement and the SEC Reports. The Company is not subject to any non-competition or other proprietary rights (collectively, “similar restrictions or arrangements relating to any business or service anywhere in the world. The Company has taken all necessary and reasonably appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property Rights(“Confidential Information”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership ). All use or disclosure of all Intellectual Property Rights Confidential Information owned by the Company by or any to a third party has been pursuant to a written agreement between the Company and such third party. All use or disclosure of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights Confidential Information not owned by the Company or any of its Subsidiaries by any third party, (iv) has been pursuant to the knowledge terms of the Company, the present business, activities and products of a written agreement between the Company and its Subsidiaries do not infringethe owner of such Confidential Information, misappropriate or is otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimlawful.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) The Company or a Subsidiary thereof has the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights right to use or is the sole and exclusive owner of all right, title and interest in and to all material foreign and domestic patents, patent rights, trademarks, service marks, tradenamestrade names, copyrightsbrands and copyrights (whether or not registered and, trade secrets if applicable, including pending applications for registration) owned, used or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned controlled by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe(collectively, misappropriate or otherwise violate any Intellectual Property Rights the “Rights”) and in and to each material invention, software, trade secret, technology, product, composition, formula and method of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held process used by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its SubsidiariesSubsidiaries (the Rights and such other items, and (vii) the “Intellectual Property Rights owned by Property”), and, to the knowledge Company’s knowledge, has the right to use the same, free and clear of any claim or conflict with the rights of others (subject to the provisions of any applicable license agreement) except as would not cause a Material Adverse Effect; (ii) other than in the ordinary course of business, no royalties or fees (license or otherwise) are payable by the Company or its Subsidiaries to any Person by reason of the ownership or use of any of the Intellectual Property; (iii) there have been no written claims made against the Company or its Subsidiaries asserting the invalidity, abuse, misuse, or unenforceability of any of the Intellectual Property, and, to the best of the Company’s knowledge, licensedthere are no reasonable grounds for any such claims which would cause a Material Adverse Effect; (iv) neither the Company nor its Subsidiaries have made any claim of any violation or infringement by others of its rights in the Intellectual Property, and to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge best of the Company’s knowledge, threatened no reasonable grounds for such claims exist; and (v) neither the Company nor its Subsidiaries have received written notice that it is in writing proceeding by conflict with or infringing upon the asserted rights of others challenging in connection with the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form would cause a basis for any such claimMaterial Adverse Effect.

Intellectual Property. Except as described in to the Registration Statement, Prospectus or Disclosure Package or as extent it would not be reasonably be expected to, individually or in the aggregate, result in to have a Material Adverse Effect, : (i) the Company and its Subsidiaries each Company Subsidiary own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, tradenamestrade names, copyrightsdomain names, trade secrets software, data and other worldwide intellectual property or other similar proprietary rights rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”) ), in each case, used in or reasonably necessary for to the conduct of their respective businesses as now currently conducted, ; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, Company Subsidiary (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the “Company Owned Intellectual Property Rights Rights”), are solely and exclusively owned by the Company or any the Company Subsidiaries, in each case free and clear of its Subsidiaries by any third partyall liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iviii) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Owned Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending orand, to the knowledge of the Company’s knowledge, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiariesany Company Subsidiary, are valid, subsisting and (vii) the Intellectual Property Rights owned by andenforceable, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others a third party (A) challenging the validity validity, scope or scope enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company is unaware Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of any facts which are reasonably likely all information intended to form be maintained as a basis for any such claimtrade secret (including proprietary confidential software source code).

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, tradenamestrade names, domain names, copyrights, trade secrets or and other proprietary rights intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property RightsProperty”) necessary for to conduct their respective businesses business as now conductedpresently conducted and currently contemplated to be conducted in the future as described in the SEC Reports and, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there neither the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is no infringementcurrently infringing, misappropriation misappropriating, conflicting with or other violation otherwise violating, and none of the Intellectual Property Rights owned by the Company or its subsidiaries have received any heretofore unresolved communication or notice of its Subsidiaries by any third partyinfringement of, (iv) to the knowledge of the Companymisappropriation of, the present businessconflict with or violation of, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, other than as described in the SEC Reports. Neither the Company nor any of its subsidiaries has received any communication or notice (vin each case that has not been resolved) there alleging that by conducting their business as described in the SEC Reports, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. The Company knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by the Company or its subsidiaries has been obtained or is no proceeding pending being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the knowledge of the Company, threatened any of their respective officers, directors or employees, except as would not reasonably be expected, individually or in writingthe aggregate, charging to have a Material Adverse Effect. All Intellectual Property owned or exclusively licensed by the Company or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business), except those that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has the Company or any of its Subsidiaries with infringementsubsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, misappropriation which materially restricts or other violation impairs their use of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimProperty.

Intellectual Property. Except as described disclosed in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse EffectSEC Reports, (i) the Company and its Subsidiaries own each Subsidiary owns or possess, or can promptly acquire on reasonable terms, ownership, has obtained valid and enforceable licenses or other legal rights to use all options for the inventions, patent applications, patents, trademarks, service marks, tradenames, copyrightstrademarks (both registered and unregistered), trade names, copyrights and trade secrets or other proprietary rights necessary for the conduct of its respective business as described in the SEC Reports (collectively, the “Intellectual Property RightsProperty”) necessary for their respective businesses as now conducted, ); and (ii) (a) there are no third parties who have any ownership rights to any Intellectual Property that is owned by, or has been licensed to, the Company believes it or each Subsidiary for the products described in the SEC Reports that would preclude the Company or any Subsidiary from conducting its business as currently conducted and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective a Material Adverse Effect, except for the ownership rights of all the owners of the Intellectual Property Rights owned licensed or optioned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, Subsidiary; (iiib) to the knowledge of the Company’s knowledge, there is are currently no infringement, misappropriation or other violation sales of the any products that would constitute an infringement by third parties of any Intellectual Property Rights owned owned, licensed or optioned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writingSubsidiary, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and infringement would have a Material Adverse Effect; (viic) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any Subsidiary in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary, other than claims which could not reasonably be expected to have a Material Adverse Effect; (d) there is no pending or, to the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rightsowned, and licensed or optioned by the Company or any Subsidiary, other than non-material actions, suits, proceedings and claims; and (e) there is unaware no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of any facts which are reasonably likely to form a basis for Subsidiaries infringes or otherwise violates any such claimpatent, trademark, copyright, trade secret or other proprietary right of others, other than non-material actions, suits, proceedings and claims.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries own or possessowns or, or can promptly acquire on reasonable termswith respect to licensed Intellectual Property, ownership, licenses or other legal has sufficient rights to use all patents(A) material patents (and any renewals and extensions thereof), patent rights (and any applications therefor), rights of priority and other rights in inventions; (B) trademarks, service marks, tradenamestrade names and trade dress, copyrightsand all registrations and applications therefor and all legal or common-law equivalents of any of the foregoing; (C) copyrights and rights in mask works (and any applications or registrations for the foregoing, and all renewals and extensions thereof), common-law copyrights and rights of authorship including all rights to exploit any of the foregoing in any media and by any manner and means now known or hereafter devised; (D) industrial design rights, and all registrations and applications therefor; (E) rights in data, collections of data and databases, and all legal or common-law equivalents thereof; (F) rights in domain names and domain name reservations; (G) rights in trade secrets or secrets, proprietary information and know-how (collectively with all licenses and other proprietary rights agreements providing the Company with the right to use any item of the type referred to in clauses (collectivelyA) through (G), “"Intellectual Property Rights”Property") that are necessary for their respective businesses the conduct of its business as now conducted, conducted except where the failure to currently own or possess would not have a Material Adverse Effect; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedvalid, subsisting, in proper form and enforceable and all renewal fees and other maintenance fees have been paid; (iii) the Company is in material compliance with all contractual obligations relating to the knowledge use and protection of the Company, there is no infringement, misappropriation or other violation such of the Intellectual Property Rights owned by the Company as is used pursuant to license or any of its Subsidiaries by any third party, other agreement; (iv) to the knowledge of the Company there is no present or former employee, officer or director of the Company or agent or outside contractor that holds or claims any material right, title or interest, directly or indirectly, in or to any Intellectual Property; and (v) to the Company's knowledge, the present business, business activities and products of the Company have not and its Subsidiaries do not infringeinfringe any known Intellectual Property or other proprietary rights of any third party, misappropriate the Company is not making unauthorized use of any confidential information or otherwise violate trade secrets of any third party, the Company has not received any notice of any asserted infringement (nor is the Company aware of any reasonable basis for any third party asserting an infringement) by the Company of, any rights of a third party with respect to any Intellectual Property Rights of any other person that, individually or entityin the aggregate, (v) there is would have a Material Adverse Effect. The Guaranteeing Subsidiaries own no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company material registrations or any of its Subsidiaries with infringement, misappropriation or other violation of material applications for any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimProperty.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually Statement or in the aggregateany document incorporated by reference therein, result in a Material Adverse Effect, (i) the Company holds all material licenses, certificates and its Subsidiaries own permits from governmental authorities which are necessary to the conduct of their businesses in the manner in which they are being conducted; the Company owns or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights possesses the right to use all patents, patent rights, trademarks, trade names, service marks, tradenamesservice names, copyrights, license rights, know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) and other proprietary intellectual property rights (collectively, “"Intellectual Property Rights”Property") necessary for to carry on their respective businesses as now business in all material respects in the manner in which it is being conducted, (ii) ; the Company believes it has not infringed, and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any has not received notice of its Subsidiaries that is necessary for their respective businesses as now conductedconflict with, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity. The Company has taken all steps reasonably necessary to secure ownership interests in Intellectual Property created for it by any contractors. There are no outstanding options, (v) there licenses or agreements of any kind relating to the Intellectual Property of the Company that are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not described therein in all material respects. The Company is no proceeding pending not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and are not described therein in all material respects. None of the technology employed by the Company and material to the Company's business has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the knowledge of the Company's knowledge, threatened in writing, charging the Company or any of its Subsidiaries with infringementofficers, misappropriation directors or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending employees or, to the knowledge Company's knowledge, otherwise in violation of the Company, threatened in writing, which challenge the rights of any persons; the Company has not received any written or oral communications alleging that the Company has violated, infringed or conflicted with, or, by conducting its business as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, would violate, infringe or conflict with, any of its Subsidiaries to use the Intellectual Property Rights of any other person or entity. The Company knows of no infringement by others of Intellectual Property owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effectset forth on Schedule 3.11, (i) the Company (A) solely and its Subsidiaries own exclusively owns, free and clear of all liens or possessencumbrances, or can promptly acquire on reasonable termsall right, ownership, licenses or other legal rights title and interest in and to use any and all patents, trademarks, service marks, tradenamesdomain names, inventions, know how, patents, copyrights, works of authorship, trade secrets or secrets, confidential information, software, and other proprietary rights intellectual property (collectively, “Intellectual Property RightsProperty”) that the Company purports to own (collectively, “Owned IP”) and (A) owns or has a valid license to use, sell, or license, as the case may be, all other Intellectual Property and information technology rights, systems, and assets (collectively, “IT Systems”) used in or necessary for their respective businesses to conduct its business as now conducted, currently conducted and proposed to be conducted and none of the foregoing will be adversely impacted by the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby; (ii) the Company believes it and the conduct of the Company’s business (including its Subsidiaries have taken all commercially reasonable steps necessary to establish products and preserve their respective ownership of all services) did not and do not infringe, misappropriate, or otherwise violate the Intellectual Property Rights owned by rights of any third party nor constitute unfair competition or trade practices and the Company has not received any written notices (including offers to license) and there are no claims, actions or any of its Subsidiaries that is necessary for their respective businesses as now conducted, proceedings pending (iii) or to the knowledge of the Company, there is no infringementthreatened), misappropriation or other violation in each case, alleging any of the Intellectual Property Rights owned by foregoing or contesting the Company ownership, use, validity, or enforceability of any of its Subsidiaries by any third party, Owned IP; (iv) to the knowledge of the Company, the present businessno third party has infringed, activities and products of the Company and its Subsidiaries do not infringe, misappropriate misappropriated or otherwise violate violated any Intellectual Property Rights of any other person or entity, Owned IP; (v) there the Company takes reasonable steps to maintain, police and protect all Owned IP and the confidentiality of all of its IT Systems and its confidential information and trade secrets, all of which have been maintained in confidence and have not been disclosed other than pursuant to written non-disclosure and confidentiality agreements; and (iv) all source code for any proprietary Company software is no proceeding pending or, to the knowledge of in the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, ’s sole possession and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimmaintained as strictly confidential.

Intellectual Property. Except The Company owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of the Company’s business as now conducted or as described in the Registration Statement, the Prospectus and the Prospectus Supplement to be conducted, except as such failure to own, possess, or Disclosure Package or as acquire such rights would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. Furthermore, except as described in the Registration Statement, the Prospectus and the Prospectus Supplement, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iiiA) to the knowledge Knowledge (as defined herein) of the Company, there is no infringement, misappropriation or other violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (B) there is no pending or, to the Knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property, and the Company is unaware of any objective facts which would form a reasonable basis for any such claim; (C) the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third partyCompany, (iv) and to the knowledge Knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable unenforceable, in whole or in part part, and there is no pending or, to the knowledge Knowledge of the Company, threatened in writing action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; and (D) there is no pending or, to the Knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rightsor other proprietary rights of others, and the Company is unaware has not received any written notice of any facts which are reasonably likely to form a basis for any such claim. “Intellectual Property” shall mean all patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, trade names, copyrights, copyright registrations, licenses, inventions, trade secrets, Internet domain names, Internet domain name registrations, technology, registrations, trade secret rights, know-how and other intellectual property.

Intellectual Property. Except as described Revogenex represents and warrants that: (a) it is the sole and exclusive legal and beneficial owner of the entire right, title, and interest in and to the Product Intellectual Property; (b) it has, and throughout the Term, will retain the unconditional and irrevocable right, power and authority to grant the licenses granted hereunder; (c) neither its grant of the license, nor its performance of any of its obligations, under this Agreement does or will at any time during the Term, require the provision of any payment or other consideration to any third party. (d) it has not granted and will not grant any licenses or other contingent or non-contingent right, title or interest under or relating to the Product Intellectual Property, or is or will be under any obligation, that does or will conflict with or otherwise affect this Agreement, including any of Revogenex’s representations, warranties or obligations or Coronado’s rights or licenses hereunder; (e) there neither are nor at any time during the Term will be any encumbrances, liens or security interests involving any Product Intellectual Property; (f) no prior art or other information exists that would adversely affect the validity, enforceability, term or scope of any Product Intellectual Property; (g) there is no settled, pending or to its knowledge threatened litigation or re-examination, post-grant or inter partes review, interference, derivation, opposition, claim of invalidity or other claim or proceeding (including in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in form of any offer to obtain a Material Adverse Effect, license): (i) alleging the Company and its Subsidiaries own invalidity, misuse, unregistrability, unenforceability or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “noninfringement of any Product Intellectual Property Rights”) necessary for their respective businesses as now conducted, Property; or (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary challenging Revogenex’s ownership of, or right to establish and preserve their respective ownership of all practice or license, any Product Intellectual Property Rights owned by the Company Property, or alleging any of its Subsidiaries that is necessary for their respective businesses as now conductedadverse right, title or interest with respect thereto; or (iii) to alleging that the knowledge practice of the Company, there is no infringement, misappropriation or other violation of the any Product Intellectual Property Rights owned by or the Company making, using, offering to sell, sale or importation of any of its Subsidiaries by any third party, (iv) to Product Intellectual Property in the knowledge of Field in the Company, the present business, activities and products of the Company and its Subsidiaries do not Territory does or would infringe, misappropriate or otherwise violate any patent, trade secret or other intellectual property of any third party. (h) it has no knowledge after reasonable investigation of any factual, legal or other reasonable basis for any litigation, claim or proceeding described in Section 5.13(g); (i) it has not brought or threatened any claim against any third party alleging infringement of any Product Intellectual Property, nor, to its knowledge, is any third party infringing or, to its knowledge, preparing or threatening to infringe any patent, or practicing any claim of any patent application, included as a Patent; and (j) the Product Intellectual Property does not infringe the Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimThird Party.

Intellectual Property. Except as described in The Company and its subsidiaries own or possess the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, valid right to use all (i) the Company valid and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all enforceable patents, patent applications, trademarks, trademark registrations, service marks, tradenamesservice xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trade marks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or other proprietary rights procedures) (collectively, “Intellectual Property RightsAssets”) necessary for to conduct their respective businesses as now currently conducted, (ii) and as proposed to be conducted and described in the Prospectus. The Company believes it and its Subsidiaries subsidiaries have taken all commercially reasonable steps necessary to establish and preserve not received any opinion from their legal counsel concluding that any activities of their respective ownership of all businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to subsidiaries. To the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries subsidiaries’ respective businesses as now conducted do not infringegive rise to any infringement of, misappropriate any misappropriation of, or otherwise violate other violation of, any valid and enforceable Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to person. All licenses for the knowledge use of the CompanyIntellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened in writing, charging the Company or any claim of its Subsidiaries with infringement, misappropriation or other violation breach of any Intellectual Property Rights adversely held license, and the Company has no knowledge of any breach or anticipated breach by a third party which any other person to any Intellectual Property license. Except as described in the Prospectus, no claim has been filedmade against the Company alleging the infringement by the Company of any patent, (vi) no proceedings have been instituted trademark, service xxxx, trade name, copyright, trade secret, license in or are pending orother intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, to maintain and safeguard its Intellectual Property Rights, including the knowledge execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, threatened in writinguse, which challenge the rights of the Company or hold for use any of its Subsidiaries to use the Intellectual Property Rights owned by as owned, used or licensed to held for use in the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge conduct of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimbusiness as currently conducted.

Intellectual Property. Except as described in to the Registration Statement, Prospectus or Disclosure Package or as extent it would not be reasonably be expected to, individually or in the aggregate, result in to have a Material Adverse Effect, : (i) the Company and its Subsidiaries each Company Subsidiary own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, tradenamestrade names, copyrightsdomain names, trade secrets software, data and other worldwide intellectual property or other similar proprietary rights rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”) ), in each case, used in or reasonably necessary for to the conduct of their respective businesses as now currently conducted, ; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, Company Subsidiary (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the “Company Owned Intellectual Property Rights Rights”), are solely and exclusively owned by the Company or any the Company Subsidiaries, in each case free and clear of its Subsidiaries by any third partyall liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iviii) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Owned Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending orand, to the knowledge of the Company’s knowledge, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiariesany Company Subsidiary, are valid, subsisting and (vii) the Intellectual Property Rights owned by andenforceable, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others a third party (A) challenging the validity validity, scope or scope enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company is unaware Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of any facts which are reasonably likely all information intended to form be maintained as a basis for any such claimtrade secret.

Intellectual Property. Except as described otherwise disclosed in the Registration StatementProspectus, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, have obtained licenses or other legal rights to use for all patents, patent applications, inventions, trademarks, trade names, service marks, tradenameslogos, trade dress, designs, data, database rights, Internet domain names, rights of privacy, rights of publicity, copyrights, works of authorship, license rights, trade secrets secrets, know-how and proprietary information (including unpatented and unpatentable proprietary or confidential information, inventions, systems or procedures) and other proprietary industrial property and intellectual property rights described in the Prospectus as being owned or licensed by them, as well as related rights, such as moral rights and the right to xxx for all past, present and future infringements or misappropriations of any of the foregoing, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property RightsProperty”) necessary in all material respects for the conduct of their respective businesses business as now conductedpresently conducted and as presently proposed to be conducted in the future as disclosed in the Prospectus, (ii) and such Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. Neither the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or nor any of its Subsidiaries that subsidiaries has materially infringed, misappropriated, otherwise violated, or is necessary for their respective businesses as now conductedcurrently materially infringing, (iii) to the knowledge of the Companymisappropriating, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entityviolating, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights and none of the Company or any of its Subsidiaries to use the subsidiaries has received any communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property Rights owned by of any other person or entity. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for (x) customary reversionary rights of third-party licensors with respect to Intellectual Property that are disclosed in the Prospectus as licensed to the Company or its Subsidiaries, subsidiaries and (viiy) the Intellectual Property Rights owned third parties who have been explicitly granted licenses by and, to the knowledge of the Company, licensed, to the Company ; and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the knowledge of Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company, threatened ’s rights in writing proceeding by others challenging the validity or scope of to any such Intellectual Property RightsProperty, and the Company is unaware of any facts which are reasonably likely to would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect. The Company and its subsidiaries have taken all reasonable steps necessary to secure their interests in the Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. The product candidates described in the Prospectus as under development by the Company fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company. To the Company’s knowledge, there is no patent or published patent application in the U.S. or other jurisdiction which contains claims that dominate or may dominate the Intellectual Property described in the Prospectus or that interferes with the issued or pending claims of any such Intellectual Property (for the avoidance of doubt, the Company makes no such representation as to the intellectual property covering PD1/PD-L1 inhibitors described therein as owned or controlled by third parties). There is no prior art of which the Company is aware that would render any patent held by the Company invalid, except as would not, individually or in the aggregate, have a Material Adverse Change, and all prior art of which the Company is aware that may be material to the validity of a U.S. patent or to the patentability of a U.S. patent application has been disclosed to the U.S. Patent and Trademark Office, and all such prior art has been disclosed to the patent office of other jurisdictions where required. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. To the Company’s knowledge, the duties of candor and good faith required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company or its subsidiaries have been complied with. To the Company’s knowledge, no employee of the Company is in or has 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.

Intellectual Property. Except as described Subject to the qualifications set forth in the Registration Statementthis Section 4.13(c) below, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and and/or its Subsidiaries own or possessown, or can promptly acquire on reasonable termsare licensed or otherwise have the right to use, ownership, licenses or other legal rights to use all patents, inventions, trademarks, service marks, tradenamestrade names, domain names, copyrights, and registrations and applications for the foregoing, know-how, manufacturing processes, formulae, trade secrets or secrets, rights of publicity of natural persons and any other proprietary rights intangible property and assets which are material to the businesses of Company and its Subsidiaries as now conducted and as proposed to be conducted (collectively, the “Intellectual Property Rights”) necessary for their respective businesses ). Except as now conductedset forth on Schedule 4.13(c), (ii) the Company believes it does not have any Knowledge of, and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the neither Company or nor any of its Subsidiaries that is necessary for their respective businesses as now conductedhas given any notice of, (iii) to the knowledge any pending conflicts with or infringement of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held or Regulatory Approvals by a third party which has been filedany third-party, (vi) and no proceedings have been instituted action, suit, arbitration, or are pending legal, administrative or other proceedings, or investigation is pending, or, to the knowledge Knowledge of Company, threatened, which involves any Intellectual Property Rights and which could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 4.13(c), neither Company nor any of its Subsidiaries is subject to any judgment, order, writ, injunction or decree of any Governmental Authority or any arbitrator, or has entered into or is a party to any contract, which restricts or impairs the use of any such Intellectual Property Rights or Company’s or any of its Subsidiaries’ use of or right to use any of the Intellectual Property Rights and which could reasonably be expected to have a Material Adverse Effect. To the Knowledge of Company, threatened in writing, which challenge the rights of the no Intellectual Property Rights licensed to or by or otherwise used by Company or any of its Subsidiaries, no services rendered or products manufactured by or sold by Company or any of its Subsidiaries, and no conduct of the business of Company or any of its Subsidiaries, infringes upon or otherwise violates any intellectual property rights of any third-party. Except as set forth on Schedule 4.13(c), neither Company nor any of its Subsidiaries has received notice of any pending conflict with or infringement upon such third-party intellectual property rights. No claims have been asserted by any Person with respect to use the validity of or Company’s or any of its Subsidiaries’ ownership of or right to use, the Intellectual Property Rights owned by or licensed and, to the Knowledge of Company, there is no reasonable basis for any such claim to be successful. The Intellectual Property Rights are valid and enforceable and no registration or application relating thereto that is material to the business of Company or its SubsidiariesSubsidiaries has lapsed, expired or been abandoned or cancelled or is the subject of cancellation or other adversarial proceedings, and (vii) all applications therefore are pending and are in good standing. Company and its Subsidiaries have complied in all material respects with their respective contractual obligations relating to the Intellectual Property Rights owned by and, used pursuant to the knowledge of the Company, licensed, to the licenses. Company and its Subsidiaries, has not been adjudged invalid or unenforceable Subsidiaries take reasonable security measures that are adequate to retain trade secret protection in whole or in part and there the non-patented technology that is no pending or, material to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimtheir business.

Intellectual Property. Except as described in (a) Section 3.17 of the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in Schedule contains a Material Adverse Effect, complete and accurate list of all (i) patented or registered Intellectual Property owned or used by the Company or any Subsidiary, (ii) pending patent applications and its Subsidiaries own applications for registration of other Intellectual Property filed by or possesson behalf of the Company or any Subsidiary, or can promptly acquire on reasonable terms(iii) material unregistered trade names, ownershipcorporate names, licenses Internet domain names or other legal rights to use all patentsmaterial unregistered Intellectual Property owned or used by the Company or any Subsidiary, (iv) material unregistered trademarks, service marks, tradenames, copyrights, trade secrets copyrights and mask works owned or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conductedused by the Company or any Subsidiary, (iiv) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights computer software owned and/or used by the Company or any of its Subsidiaries (other than mass-marketed software with a license fee of less than $5,000) that is material to the Business, and (vi) all licenses, sublicenses, or similar agreements or arrangements pertaining to Intellectual Property to which the Company or any of its Subsidiaries is a party, either as licensee or licensor. (b) Except as set forth on Section 3.17 of the Disclosure Schedule, (i) the Company or one of its Subsidiaries owns all right, title and interest to, or has a valid and enforceable license to use free and clear of all Liens or other encumbrances or restrictions, all Intellectual Property necessary for their respective businesses as now conducted, (iii) to the knowledge operation of the CompanyBusiness; (ii) no claim by any other Person contesting the validity, there is no infringementenforceability, misappropriation use or other violation ownership of any of the Intellectual Property Rights owned or used by the Company or any of its Subsidiaries by any third party(the "Company Intellectual Property"), (iv) is currently pending or to the knowledge Knowledge of the Company, the present businessis threatened, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge Knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, there are no grounds for the same; (iii) the Company Intellectual Property comprises all of the Intellectual Property necessary for the operation of the Business; (iv) neither the Company nor any of its Subsidiaries have received any notices of, nor has not been adjudged invalid Knowledge of any facts which indicate a likelihood of, any infringement or unenforceable in whole misappropriation by, or in part and there is no pending orconflict with, any third Person with respect to the knowledge Company Intellectual Property (including, without limitation, any demand or request that the Company or its Subsidiaries license any rights from a third Person); (v) to the Knowledge of the Company, threatened in writing proceeding by others challenging neither the validity Company nor its Subsidiaries have infringed, misappropriated, or scope otherwise conflicted with any Intellectual Property or other rights of any such third Persons; (vi) to the Knowledge of the Company, no loss or expiration of any of the Company Intellectual Property Rightsis threatened; (vii) the transactions contemplated by this Agreement will have no Material Adverse Effect on the right, title and interest in and to the Company is unaware of any facts which are Intellectual Property; and (viii) the Company and its Subsidiaries have taken all reasonably likely necessary action to form a basis for any such claimmaintain and protect the Company Intellectual Property.

Intellectual Property. Except as for specific matters described in the Registration StatementProspectus, the Company and its subsidiaries own, possess or have sufficient rights to use all trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Prospectus to be conducted by them. Except as disclosed in the Prospectus (i) to the Company’s knowledge, there are no rights of third parties to any of the Intellectual Property Rights owned or Disclosure Package purported to be owned by the Company or its subsidiaries, except for those certain rights retained by the federal and state governments pursuant to the Company’s grants and loan award; (ii) to the Company’s knowledge there is no infringement, misappropriation, breach, or default by any third party of any of the Intellectual Property Rights of the Company or any of its subsidiaries; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the Company’s or any of its subsidiaries’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, enforceability or scope of any Intellectual Property Rights of the Company or any of its subsidiaries; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights of any third party; (vi) none of the Intellectual Property Rights used or held for use by the Company or any of its subsidiaries in their businesses has been obtained or is being used or held for use by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, and (vii) the Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights the value of which to the Company or any subsidiary is contingent upon maintaining the confidentiality thereof, except in each case covered by clauses (i) – (vii) such as would not reasonably be expected tonot, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimChange.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effectset forth on Schedule 2.11, (i) the Company (A) solely and its Subsidiaries own exclusively owns, free and clear of all liens or possessencumbrances, or can promptly acquire on reasonable termsall right, ownership, licenses or other legal rights title and interest in and to use any and all patents, trademarks, service marks, tradenamesdomain names, inventions, know how, patents, copyrights, works of authorship, trade secrets or secrets, confidential information, software, and other proprietary rights intellectual property (collectively, “Intellectual Property RightsProperty”) that the Company purports to own (collectively, “Owned IP”) and (A) owns or has a valid license to use, sell, or license, as the case may be, all other Intellectual Property and information technology rights, systems, and assets (collectively, “IT Systems”) used in or necessary for their respective businesses to conduct its business as now conducted, currently conducted and proposed to be conducted and none of the foregoing will be adversely impacted by the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby; (ii) the Company believes it and the conduct of the Company’s business (including its Subsidiaries have taken all commercially reasonable steps necessary to establish products and preserve their respective ownership of all services) did not and do not infringe, misappropriate, or otherwise violate the Intellectual Property Rights owned by rights of any third party nor constitute unfair competition or trade practices and the Company has not received any written notices (including offers to license) and there are no claims, actions or any of its Subsidiaries that is necessary for their respective businesses as now conducted, proceedings pending (iii) or to the knowledge of the Company, there is no infringementthreatened), misappropriation or other violation in each case, alleging any of the Intellectual Property Rights owned by foregoing or contesting the Company ownership, use, validity, or enforceability of any of its Subsidiaries by any third party, Owned IP; (iv) to the knowledge of the Company, the present businessno third party has infringed, activities and products of the Company and its Subsidiaries do not infringe, misappropriate misappropriated or otherwise violate violated any Intellectual Property Rights of any other person or entity, Owned IP; (v) there the Company takes reasonable steps to maintain, police and protect all Owned IP and the confidentiality of all of its IT Systems and its confidential information and trade secrets, all of which have been maintained in confidence and have not been disclosed other than pursuant to written non-disclosure and confidentiality agreements; and (iv) all source code for any proprietary Company software is no proceeding pending or, to the knowledge of in the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, ’s sole possession and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimmaintained as strictly confidential.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company It and its Subsidiaries own or possessown, or can promptly acquire on reasonable terms, ownership, licenses are licensed or other legal otherwise possess sufficient legally enforceable rights to use use, all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”(including the Technology Systems) necessary for that is used by it and its Subsidiaries in their respective businesses as now currently conducted, . Neither it nor any of its Subsidiaries has (A) licensed any Intellectual Property owned by it or its Subsidiaries in source code form to any Person or (B) entered into any exclusive agreements relating to Intellectual Property owned by it or its Subsidiaries. (ii) It and its Subsidiaries have not infringed or otherwise violated the Company believes Intellectual Property rights of any third Person since January 1, 2003. There is no claim asserted, or to its knowledge threatened, against it and its Subsidiaries or any indemnitee thereof concerning the ownership, validity, registerability, enforceability, infringement, use or licensed right to use any Intellectual Property. (iii) No third Person has infringed, misappropriated or otherwise violated it or its Subsidiaries’ Intellectual Property rights since January 1, 2003. There are no claims asserted or threatened by it or its Subsidiaries, or decided by them to be asserted or threatened, that (A) a third Person infringed or otherwise violated any of their Intellectual Property rights; or (B) a third Person’s owned or claimed Intellectual Property interferes with, infringes, dilutes or otherwise xxxxx any of their Intellectual Property rights. (iv) It and its Subsidiaries have taken all commercially reasonable steps necessary measures to establish and preserve their respective ownership protect the confidentiality of all Intellectual Property Rights owned by the Company Trade Secrets that are owned, used or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimthem.

Intellectual Property. Except as described disclosed in or specifically contemplated by the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse EffectPrivate Placement Memorandum, (i) the Company and its Subsidiaries Subsidiary own or possess, or can promptly acquire on reasonable terms, ownership, have obtained valid and enforceable licenses or other legal rights to use all options for the inventions, patent applications, patents, trademarks, service markstrademarks (both registered and unregistered), tradenames, copyrights, copyrights and trade secrets or other proprietary rights necessary for the conduct of the Company's and its Subsidiary's respective businesses as currently conducted and as the Private Placement Memorandum indicates the Company and its Subsidiary contemplate conducting (collectively, “the "Intellectual Property"); and (ii) to the Company's knowledge (for each of the following subsections (a) through (e)): (a) there are no third parties who have any ownership rights to any Intellectual Property Rights”) necessary that is owned by, or has been licensed to, the Company or its Subsidiary for the product indications described in the Private Placement Memorandum that would preclude the Company or its Subsidiary from conducting their respective businesses as now conducted, (ii) currently conducted and as the Private Placement Memorandum indicates the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective Subsidiary contemplate conducting, except for the ownership rights of all the owners of the Intellectual Property Rights owned licensed or optioned by the Company or its Subsidiary; (b) there are currently no sales of any products that would constitute an infringement by third parties of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the any Intellectual Property Rights owned owned, licensed or optioned by the Company or any of its Subsidiaries by any third party, Subsidiary; (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (vc) there is no pending or threatened action, suit, proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held claim by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge others challenging the rights of the Company or its Subsidiary in or to any of its Subsidiaries to use the Intellectual Property Rights owned owned, licensed or optioned by or licensed to the Company or its SubsidiariesSubsidiary, and other than non-material claims; (viid) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending oror threatened action, to the knowledge of the Companysuit, threatened in writing proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rightsowned, licensed or optioned by the Company, other than non-material claims; and (e) there is no pending or threatened action, suit, proceeding or claim by others that the Company is unaware infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary right of any facts which are reasonably likely to form a basis for any such claimothers, other than non-material claims.

Intellectual Property. Except as described (a) Motient owns or holds licenses or otherwise has such rights to use, sell, license or dispose of all of the intellectual property rights used in the Registration Statementconduct of the business of Motient as currently conducted, Prospectus with such exceptions as individually or Disclosure Package or as would in the aggregate have not had and could not reasonably be expected to, to have a Motient Material Adverse Effect. (b) With such exceptions as individually or in the aggregate, result in aggregate have not had and could not reasonably be expected to have a Motient Material Adverse Effect, (i) the Company operation of Motient’s business and its Subsidiaries own the manufacture, marketing, use, sale, licensure or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership disposition of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights in the manner currently used, sold, licensed or disposed of by Motient does not and will not infringe on the proprietary rights of any person, nor has such an infringement been alleged within six years preceding the date of this Agreement (other person or entity, than such as have been resolved); (vii) there is no proceeding pending oror threatened claim or litigation challenging or questioning the validity, ownership or right to the knowledge of the Companyuse, threatened in writingsell, charging the Company license or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope dispose of any such Intellectual Property Rightsin the manner in which currently used, and the Company sold, licensed or disposed of by Motient, nor is unaware of any facts which are reasonably likely to form there a valid basis for any such claimclaim or litigation, nor has Motient received any notice asserting that the proposed operation of Motient’s business or the use, sale, license or disposition by Motient of any of the Intellectual Property of Motient conflicts or will conflict with the rights of any other party, nor is there a valid basis for any such assertion in each case; and (iii) none of the Intellectual Property used in the conduct of the business of Motient as currently conducted is being infringed by any person and Motient has not asserted any claim of infringement, misappropriation or misuse within the past six years.

Intellectual Property. To the Company’s knowledge, after reasonable inquiry, all patents and patent applications owned by the Company are owned or co-owned by the Company free and clear of all liens or encumbrances, except as described in the Prospectus. The Company is not aware of any valid or bona fide basis for a finding that any such patents in their entirety are unpatentable, invalid or unenforceable; and the Company reasonably believes that such patents are valid and enforceable, except as described in the Prospectus. Except as described in the Registration StatementProspectus, the Company owns, licenses, or possesses rights to use all patents, patent applications, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and other intellectual property (collectively, “Intellectual Property”) used in, held for use in or necessary for the conduct of the Company’s business as now conducted, and for the manufacture, use and sale of its presently proposed products, as described in the Prospectus. Except as described in the Prospectus or Disclosure Package or as would not reasonably be expected toexpected, individually or in the aggregate, result in a Material Adverse Effect, (i) to materially impair the Company and its Subsidiaries own or possessbusiness currently conducted by the Company, or can promptly acquire on reasonable termsthe manufacture, ownershipuse, licenses sale, offer for sale or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any import of its Subsidiaries that is necessary for their respective businesses presently proposed products as now conducted, (iii) to described in the knowledge of the CompanyProspectus, there is no infringementpending or threatened, misappropriation action, suit, proceeding or other violation of claim by others (i) that the Company infringes, misappropriates or otherwise violates the Intellectual Property Rights owned by of others, or (ii) challenging the Company validity, enforceability, scope or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation ownership of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Company’s rights therein. None of the Intellectual Property Rights used or held for use by the Company in the conduct of its business as now conducted, or for the manufacture, use and sale of its presently proposed products as described in the Prospectus, has been obtained or is being used by the Company in material violation of any contractual obligation binding on the Company. To the Company’s knowledge, there are no ongoing infringements, misappropriations or other violations by third parties of any Intellectual Property owned or used by and, to the knowledge of the Company, licensedexcept as (i) described in the Prospectus or (ii) would otherwise not materially impair the business currently conducted by the Company or the manufacture, use, sale, offer for sale or import of its presently proposed products as described in the Prospectus. The Company has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property the value of which to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to contingent upon maintaining the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimconfidentiality thereof.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (A) Ownership and rights -------------------- (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership General ------- Full particulars of all Intellectual Property Rights owned or otherwise exploited or used by the Company or in any part of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) the world will be disclosed to the knowledge of Purchaser during the Company, there is no infringement, misappropriation or other violation of due diligence to be conducted by the Purchaser. All Intellectual Property Rights owned exploited or used by the Company or any of its Subsidiaries by any third party, (iv) to is in the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights absolute beneficial ownership of the Company or any member of its Subsidiaries the Group is a 1icensee of the same and the Company does not own, use, exploit or have any other interest in any Intellectual Property which has not been disclosed. In particular but without prejudice to use the generality of the foregoing, none of the Intellectual Property Rights disclosed is jointly owned by or licensed to the Company and a third party. (ii) Enforcement ----------- All applications for any Intellectual Property owned, used or its Subsidiariesotherwise exploited by the Company are being diligently prosecuted; patents, registered trademarks and registered designs and other similar registered or recorded Intellectual Property rights owned, used or otherwise exploited by the Company have been maintained; nothing has been done to diminish or otherwise affect the reputation of unregistered trademarks, trade names, brand names or get up owned, used or otherwise exploited by the Company; no copying or reproduction of the copyright material owned, used or otherwise exploited by the Company has been permitted (expressly or by implication); the technical information and other knowhow owned, used or otherwise exploited by the Company has been kept confidential; and (viiwhere applicable) all application, registration and renewal fees necessary to procure, register, record or maintain the Intellectual Property Rights have been paid. (iii) Intellectual Property Agreements -------------------------------- All agreements in relation to any Intellectual Property used or owned by andthe Company have been disclosed and are valid and binding; none has been the subject of any breach or default by any party thereto or of any event which with notice or lapse of time or both would constitute a default; nor are there any disputes, claims or proceedings arising out of or relating to the knowledge such agreements. No member of the CompanyGroup has authorised or otherwise permitted, licensedexpressly or by implication, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge any use whatsoever of the CompanyIntellectual Property owned, threatened in writing proceeding used or otherwise exploited by others challenging the validity or scope of Group save insofar as any such authority is contained in the appropriate agreements. The Company does not use or otherwise exploit any Intellectual Property Rights, and belonging to a third party save insofar as it is licensed to do so in the Company is unaware of any facts which are reasonably likely appropriate agreements. All such agreements have been duly recorded or registered with the proper authorities whenever a requirement to form a basis for any such claimdo so exists.

Intellectual Property. Except as described The Company owns, possesses, licenses or has other rights to use copyrights, trademarks, service marks, trade names, Internet domain names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct its business in the Registration Statementmanner in which it is being conducted and in the manner in which it is contemplated as set forth in the SEC Reports (collectively, Prospectus the “Intellectual Property”). (i) None of the Intellectual Property is unenforceable or Disclosure Package invalid; (ii) except as set forth in the SEC Reports, the Company has not received any notice of violation or conflict with (the Company has no knowledge of any basis for violation or conflict with) rights of others with respect to the Intellectual Property; and (iii) except as set forth in the SEC Reports, there are no pending or, to the Company’s best knowledge after due inquiry, threatened actions, suits, proceedings or claims by others that allege any of the Company or a Subsidiary is infringing any patent, trade secret, trademark, service mxxx, copyright or other intellectual property or proprietary right. The discoveries, inventions, products or processes of the Company referenced in the SEC Reports do not violate or conflict with any intellectual property or proprietary right of any third Person, or any discovery, invention, product or process that is the subject of a patent application filed by any third Person; no officer, director or employee of the Company is in or has ever been in violation of any term of any patent non-disclosure agreement, invention assignment agreement, or similar agreement relating to the protection, ownership, development use or transfer of the Intellectual Property or, to the Company’s best knowledge after due inquiry, any other intellectual property, except where any violation would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse Effect. The Company is not in breach of, (i) and have complied in all material respects with all terms of, any license or other agreement relating to the Intellectual Property. To the extent any Intellectual Property is sublicensed to any of the Company or a Subsidiary by a third party, such sublicensed rights shall continue in full force and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses effect if the principal third party license terminates for any reason. There are no contracts or other legal rights documents related to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets the Intellectual Property required to be described in or filed as an exhibit to the Registration Statement and the SEC Reports other than those described in or filed as an exhibit to the Registration Statement and the SEC Reports. The Company is not subject to any non-competition or other proprietary rights (collectively, “similar restrictions or arrangements relating to any business or service anywhere in the world. The Company has taken all necessary and reasonably appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property Rights(“Confidential Information”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership ). All use or disclosure of all Intellectual Property Rights Confidential Information owned by the Company by or any to a third party has been pursuant to a written agreement between the Company and such third party. All use or disclosure of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights Confidential Information not owned by the Company or any of its Subsidiaries by any third party, (iv) has been pursuant to the knowledge terms of the Company, the present business, activities and products of a written agreement between the Company and its Subsidiaries do not infringethe owner of such Confidential Information, misappropriate or is otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimlawful.

Intellectual Property. Except The Company and its subsidiaries own or possess rights in (i) patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trade marks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted and described in the Registration Statement, Prospectus or the General Disclosure Package or as would not reasonably be expected toand the Final Prospectus. To the Company’s knowledge, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the are valid and enforceable. The Company or and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of its Subsidiaries that is necessary for their respective businesses as now conductedinfringe, (iii) to the knowledge of the Companymisappropriate, there is no infringementor otherwise violate, misappropriation or other violation of the valid and enforceable Intellectual Property Rights owned by of any third party and the Company or is unaware of any facts which would form a reasonable basis for such a conclusion. The Company and its subsidiaries have not received written notice of its Subsidiaries any challenge, which is to their knowledge after reasonable investigation is still pending, by any third party, (iv) other person to the knowledge of the Company, the present business, activities and products rights of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate subsidiaries with respect to any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held Assets owned or used by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rightssubsidiaries, and the Company is unaware of any facts which are reasonably likely to would form a reasonable basis for any such claimchallenge. To the knowledge of the Company: (i) the Company and its subsidiaries’ respective businesses as now conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person, nor would such infringement, misappropriation or violation arise upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package and the Final Prospectus as under development; (ii) there is no pending, threatened, or contemplated action, suit, proceeding or claim by others asserting any such infringement, misappropriation or violation; and (iii) except as described in the Registration Statement, the General Disclosure Package and the Final Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. All licenses for the use of the Intellectual Property Rights described in the Registration Statement, the General Disclosure Package and the Final Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any intellectual property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any intellectual property license. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken all necessary actions to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and which relate to the Company’s business. All founders and key employees have signed confidentiality and invention assignment agreements with the Company. The product candidates described in the Registration Statement, the General Disclosure Package and the Final Prospectus as under development by the Company fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company.

Intellectual Property. Except For convenience, any or all of patents, patent applications, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and/or other intellectual property may be referred to herein as “Intellectual Property”. To the Company’s knowledge, (A) the Company and each of its subsidiaries owns, or has valid, binding and enforceable licenses or other rights under, the Intellectual Property necessary for, or used in the conduct, or the proposed conduct, of the business of the Company in the manner described in the Registration Statement, Prospectus or the Time of Sale Disclosure Package or and the Prospectus, except as would is not reasonably be expected to, individually or in the aggregate, likely to result in a Material Adverse Effect, (iB) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all issued patents, trademarks, service marks, tradenames, and copyrights, trade secrets or other proprietary rights (collectivelyif any, “included within the Intellectual Property Rights”necessary for, or used in the conduct, or the proposed conduct, of the business of the Company, are valid, enforceable, and subsisting, and (C) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned no action or use by the Company or any of its Subsidiaries that subsidiaries involves or gives rise to any infringement of, or license or similar fees for, any Intellectual Property of others, except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. Additionally, to the Company’s knowledge, except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus: (A) the Company is necessary for their respective businesses not obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Intellectual Property, other than as now conducteddisclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (iiiB) to the knowledge Company has not received any written notice of the Company, there is no any claim of infringement, misappropriation or other violation conflict with any asserted rights of others with respect to any of the Company’s products or product candidates, processes or Intellectual Property Rights owned by Property, (C) neither the sale nor use of any of the discoveries, inventions, products or product candidates or processes of the Company referred to in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus do or will, infringe, misappropriate or violate any right or valid patent claim of its Subsidiaries by any third party, (iv) except to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with extent that such infringement, misappropriation or other violation of is not reasonably likely to result in a Material Adverse Effect, and (D) no third party has any ownership right in or to any Intellectual Property Rights adversely held that is owned by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge other than any co-owner of any patent who is listed on the rights records of the Company or U.S. Patent and Trademark Office (the “USPTO”) and any co-owner of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiariesany patent application who is named in such patent application, and (vii) the Intellectual Property Rights owned by and, to the knowledge Company’s knowledge, no third party has any ownership right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company, licensed, other than any licensor to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimProperty.

Intellectual Property. Except as described Without limiting the generality of the foregoing: (a) Seller is the sole owner of all Intellectual Property related to the Acquired Assets, and has the exclusive right to use, all patents, trademark registrations, trade secrets and copyrights that are part of the Acquired Assets and that are material to the production or exploitation of the Film; (b) no patents, trademarks or copyrights relating to the film have been abandoned or cancelled, or are the subject of any invalidation, opposition or cancellation proceeding, and each is in full force and effect; (c) Seller has not granted or licensed to any Person, any rights with respect to the Registration StatementFilm or any other Intellectual Property (including any rights to market or distribute any of the Intellectual Property); (d) Seller’s Intellectual Property is sufficient for the production and exploitation of the Film; (e) the Film and related Intellectual Property do not infringe, Prospectus misappropriate, violate or Disclosure Package dilute, and is not alleged to infringe, misappropriate, violate or as would dilute, any trademark, copyright, patent, moral right or other proprietary right of any Person, and the Seller has no Knowledge of any pending or threatened Legal Proceeding with respect thereto; (f) the Seller is not reasonably be expected toaware of any party infringing, individually misappropriating, or in diluting the aggregateSeller’s rights with respect to the Film or its other Intellectual Property related thereto; (g) the Seller has taken all action necessary to protect the Film and its other Intellectual Property related thereto; (h) Seller owns, result in a Material Adverse Effectand upon the consummation of the transactions contemplated by this Agreement, will have transferred to Purchaser, the right to develop, make, license, use, have sold, have made, perform, copy, make derivative works of, sell, distribute, modify and exploit the Film and the Seller’s other Intellectual Property related thereto; and (i) the Company and its Subsidiaries own Seller is not obligated to make any payment, now or possessin the future, with respect to the Film or can promptly acquire on reasonable terms, ownership, licenses or Seller’s other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimrelated thereto.

Intellectual Property. Except The Company and each of its subsidiaries owns, possesses or has valid and enforceable licenses to use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, Prospectus or the Time of Sale Disclosure Package and the Prospectus to be conducted, except as such failure to own, possess, or as acquire such rights would not reasonably be expected toexpected, individually or in the aggregate, to result in a Material Adverse Effect. Furthermore, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iiiA) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights parties of any other person or entity, such Intellectual Property; (vB) there is no proceeding pending or, to the knowledge of the Company, threatened in writingthreatened, charging action, suit, proceeding or claim by others challenging the Company Company’s or any of its Subsidiaries with infringement, misappropriation subsidiaries’ rights in or other violation of to any such Intellectual Property; (C) the Intellectual Property Rights adversely held owned by a third party which has been filedthe Company and its subsidiaries, (vi) no proceedings have been instituted or are pending or, and to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiariessubsidiaries, has not been adjudged invalid or unenforceable unenforceable, in whole or in part part, and there is no pending or, to the knowledge of the Company, threatened in writing action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (D) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rightsor other proprietary rights of others, and neither the Company or any of its subsidiaries has received any written notice of such claim; and (E) to the Company’s knowledge, no employee of the Company or any of its subsidiaries is unaware in or has ever been in violation of any facts which are reasonably likely term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to form or with a former employer where the basis for of such violation relates to such employee’s employment with the Company or any such claimof its subsidiaries or actions undertaken by the employee while employed with the Company or any of its subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. Except (i) The Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, databases, data, proprietary or confidential information and all other worldwide intellectual property and proprietary rights (collectively, “Intellectual Property”) necessary for or material to the conduct of their respective businesses as currently conducted and as described in the Registration Statement, Prospectus or the Pricing Disclosure Package or as would not reasonably be expected to, individually or in and the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by Prospectus and, to the knowledge of the Company, licensedthe conduct of the respective businesses of the Company and its subsidiaries as currently conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus have not and do not infringe or misappropriate any Intellectual Property rights of any third party, and, (ii) the Company and its subsidiaries have not received any notice of any infringement of, or conflict with, asserted rights of others with respect to any Intellectual Property which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect to the Company and its Subsidiariessubsidiaries, taken as a whole. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, (x) except as described in the Registration Statement, Pricing Disclosure Package, or the Prospectus, all Intellectual Property owned by the Company or its subsidiaries is owned free and clear of all liens, encumbrances and other similar restrictions (other than non-exclusive licenses granted to third parties in the ordinary course of business consistent with past practice) and is owned solely by the Company or its subsidiaries; and (y) no Intellectual Property owned by the Company or its subsidiaries has not been adjudged found to be invalid or unenforceable in whole or in part and there is no pending or, to unenforceable. To the knowledge of the Company, threatened in writing proceeding by others challenging the validity no third party has infringed, misappropriated or scope of otherwise violated, or is infringing, misappropriating or otherwise violating, any such Intellectual Property Rights, and owned by or exclusively licensed to the Company or any of its subsidiaries; and (z) the Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all trade secrets, the value of which to the Company or any of its subsidiaries is unaware of any facts which are reasonably likely to form a basis for any such claimcontingent upon maintaining the confidentiality thereof.

Intellectual Property. Except as described in the Registration Statement, Prospectus The Company owns or Disclosure Package possesses or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, has valid rights to use or can promptly develop or acquire on reasonable terms, ownership, licenses or other legal rights to use terms all patents, patent applications, trademarks, service marks, tradenamestrade names, trademark registrations, service xxxx registrations, copyrights, licenses, inventions, trade secrets or other proprietary and similar rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the conduct of the business of the Company believes it as currently carried on and as described in the Registration Statement, the General Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company necessary for the conduct of its Subsidiaries have taken all commercially reasonable steps necessary business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to establish and preserve their respective ownership any infringement of all any Intellectual Property Rights owned by of others. The Company has not received any written notice alleging any such infringement or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedaggregate, in a Material Adverse Change (iiiA) to the knowledge of the Company, there is no infringement, misappropriation or other violation by third parties of any of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, Company; (ivB) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and 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 in writing or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company 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 are reasonably likely to would form a reasonable basis for any such claim; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim; and (E) to the Company’s knowledge, no employee 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 where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not 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 General Disclosure Package and the Prospectus and are not materially described therein. The Registration Statement, the General 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 has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

Intellectual Property. (a) Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected toto result in, individually or in the aggregate, a Material Adverse Effect to the Sale Entities: (a) (i) the conduct of the businesses of the Sale Entities as currently conducted does not infringe or otherwise violate any Person’s Intellectual Property and (ii) there is no claim of such infringement or other violation pending, or to Seller’s Knowledge, threatened in writing, against the Sale Entities, and (b) (i) to Seller’s Knowledge, no Person is infringing or otherwise violating any Intellectual Property owned by the Sale Entities and (ii) no claims of such infringement or other violation are pending or, to Seller’s Knowledge, threatened in writing against any Person by the Sale Entities. (b) Except as has not and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, the IT Assets owned or used by the Sale Entities (i) have not malfunctioned, failed or otherwise experienced any unauthorized access, alteration or use in the Company past three (3) years, and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company Seller’s Knowledge, are free from any bugs, defects, or any of its Subsidiaries that is necessary for their respective businesses other disabling or malicious code. (c) Except as now conductedhas not and would not reasonably be expected to result in, (iii) individually or in the aggregate, material liability to the knowledge Sale Entities taken as a whole, the Sale Entities have been in compliance with all policies of the CompanySale Entities and applicable Laws relating to the collection, there is no infringementuse, misappropriation processing and disclosure of Personal Information, and, in the past three (3) years, have neither received any written complaint, notice or other violation of the Intellectual Property Rights owned by the Company inquiry alleging noncompliance with any such Laws or policies nor been required to notify a Governmental Authority or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights affected individual of any other person actual or entitysuspected unauthorized processing of any Personal Information. (d) This Section 3.12, (v) there is no proceeding pending or, Section 3.7 and Section 3.18 constitute the sole and exclusive representations and warranties of Seller with respect to the knowledge of the Company, threatened in writing, charging the Company any actual or any of its Subsidiaries with infringement, misappropriation alleged infringement or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimother Person.

Intellectual Property. Except as for specific matters described in the Registration Statement, Prospectus or General Disclosure Package or as would not reasonably be expected toand the Final Prospectus, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possesssubsidiaries own, possess or can promptly acquire on reasonable terms, ownership, licenses or other legal sufficient rights to use use, all patents, trademarks, service marks, tradenamestrade names (including all goodwill associated with the foregoing), patent rights, copyrights, domain names, licenses, approvals, trade secrets or secrets, inventions, technology, know-how and other proprietary rights intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary for their respective businesses material to the conduct of the business now conducted or proposed in the General Disclosure Package or the Final Prospectus to be conducted by them. The Company has taken reasonable and customary actions to prosecute and maintain each material patent and patent application owned by or exclusively licensed to the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property Rights of any third party in a manner that could reasonably be expected to have a Material Adverse Effect. Neither the manufacture of, nor the use or sale of, any of the product candidates described in the General Disclosure Package and the Final Prospectus, would, to the Company’s knowledge, materially infringe or otherwise materially violate the Intellectual Property Rights of any third party. Except as now conductedwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (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 its subsidiaries, (ii) to the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership Company’s knowledge, there is no infringement, misappropriation, breach, default or other violation, or the occurrence of all 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 owned of the Company or any of its subsidiaries, (iii) none of the Intellectual Property Rights used or held for use by the Company or any of its Subsidiaries that subsidiaries in their businesses has been obtained or is necessary being used or held for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned use by the Company or any of its Subsidiaries by subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or in violation of any rights of any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringesubsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights the value of which to the Company or any subsidiary is contingent upon maintaining the confidentiality thereof and (v) to the Company’s knowledge, misappropriate all Intellectual Property Rights owned by or exclusively licensed to the Company or any of its subsidiaries are valid and enforceable. Except as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect, there is no pending or threatened action, suit, proceeding or claim by any third party (x) challenging the Company’s or any of its subsidiaries’ rights in or to, or alleging the violation of any of the terms of, any of their Intellectual Property Rights, (y) challenging the validity, enforceability or scope of any Intellectual Property Rights owned by or exclusively licensed to the Company or any of its subsidiaries, or (z) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violate violated or conflicted with any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimparty.

Intellectual Property. Except as described in the Registration StatementCompany SEC Documents, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effecteach case, (ia) the Company and or its Subsidiaries own or possessapplicable controlled Subsidiary owns, or can promptly acquire on reasonable terms, ownershippossesses, licenses or has other legal rights to use all patents, copyrights, trademarks, service marks, tradenamestrade names, copyrightsInternet domain names, technology, and/or know-how (including trade secrets or and other unpatented and/or unpatentable proprietary rights rights), including registrations and/or applications for registration with respect to any of the foregoing (collectively, “Intellectual Property RightsProperty”) that are necessary for or otherwise material to their respective businesses as now conducted, (ii) they are currently conducted and described in the Company believes it SEC Documents; (b) all copyrights and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights patents owned or licensed by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iiiincluding all copyrights and patents owned or licensed by any of the Company’s Subsidiaries) are (i) to the knowledge of Company’s knowledge, valid and enforceable and (ii) not subject to any ongoing or, to the Company’s knowledge, there threatened interference, reexamination, judicial or administrative proceeding pertaining to validity, enforceability or scope; (c) neither the Company nor any of its Subsidiaries has received any written notice alleging, nor, to the Company’s knowledge, is no there, any infringement, misappropriation violation or other conflict with (and Company does not know of any basis for alleging infringement, violation of or conflict with) the Intellectual Property Rights owned rights of any Third Party by the Company or any of its Subsidiaries by any third partySubsidiaries, or their products; (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (vd) there is are no proceeding pending or, to the knowledge of the Company’s knowledge, threatened in writingactions, charging suits, proceedings or claims that allege the Company or any of its Subsidiaries with infringement, misappropriation is infringing or other violation of has infringed any Intellectual Property Rights adversely held by a third party which has been filedright of any Third Party; (e) the discoveries, (vi) no proceedings have been instituted inventions, products or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights processes of the Company or any of its Subsidiaries, to the Company’s knowledge, do not violate or conflict with any Intellectual Property right of any Third Party including any discovery, invention, product or process that is the subject of a patent application filed by any Third Party; and (f) neither the Company nor any of its Subsidiaries is in breach of any license or other agreement (to use which it is a party) related to the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge rights of the Company, licensed, to any Subsidiary of the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimThird Party.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries own or possess, have license to, or can promptly acquire rights to (whether by ownership or license) on reasonable terms, ownershipadequate patents, licenses patent applications, copyrights, technology, data, know how (including inventions, trade secrets and other unpatented and/or unpatentable proprietary or other legal rights to use all patentsconfidential information, systems or procedures), trademarks, service marks, tradenames, copyrights, trade secrets names or other proprietary rights intellectual property (collectively, “Intellectual Property RightsProperty”) necessary for their respective businesses as to carry on the business now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned operated by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending orthem and, to the knowledge of the Company, threatened in writing, charging as currently proposed to be conducted by the Company or and its Subsidiaries as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. Neither the Company nor any of its Subsidiaries with has received any notice or is otherwise aware of (i) any infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a rights of any third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of by the Company or any of its Subsidiaries to use the or (ii) any facts or circumstances which would render, in whole or in part, any Intellectual Property Rights owned by or exclusively licensed to the Company or any of its Subsidiaries (such Intellectual Property, the “Company Intellectual Property”) invalid or unenforceable, and which infringement, misappropriation or violation (in the event of any unfavorable decision, ruling or finding by a competent Government Entity) or finding of invalidity or unenforceability, singly or in the aggregate, would result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or violation of any Company Intellectual Property by third parties. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party: (A) challenging the Company’s rights in or to any Company Intellectual Property; (B) challenging the validity, enforceability or scope of any Company Intellectual Property; or (C) asserting that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service under development as described in the General Disclosure Package, infringe, misappropriate or otherwise violate, any Intellectual Property rights of such third parties in any material respect. The Company and its Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which material Intellectual Property has been licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge Company’s knowledge, no Intellectual Property has been obtained or is being used by the Company in violation of any material contractual obligations binding on the Company or in violation of any contractual rights of any person and, to the Company’s knowledge, all such agreements are in full force and effect. All issued or granted Company Intellectual Property has been duly maintained in all material respects and is in full force and effect and, to the Company’s knowledge, there are no material defects in any of the Company Intellectual Property. Each person who is or was an employee or contractor of the Company or its Subsidiaries and who is or was involved in the creation or development of any Intellectual Property for or on behalf of the Company or its Subsidiaries has signed an agreement containing an assignment to the Company or its Subsidiaries of such person’s rights in and to such Intellectual Property and, to the Company’s knowledge, no employee or contractor of the Company or its Subsidiaries is in or has ever been in violation of any material term of any agreement or covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or its Subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries. The Company has taken reasonable steps to protect, maintain and safeguard its rights and licenses under material Intellectual Property owned by or licensed to the Company, licensed, to including the Company execution of appropriate nondisclosure and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimconfidentiality agreements.

Intellectual Property. Except (i) Seller has delivered to Buyer, no later than no later than five (5) Business Days prior to the Closing Date, a schedule that accurately sets forth: (i) all material software owned or licensed by any the Company (other than shrink wrap, click wrap, and similar commercial off-the-shelf software), indicating as described to each, whether it is owned or licensed; (ii) any registration or application for registration of patents, Marks (including internet domain names), and copyrights owned by the Company, and; (iii) any material unregistered Marks owned by the Company. The Company Group has the right to use and license the Company Intellectual Property without payment of additional amounts or consideration other than ongoing royalties or license payments, and the consummation of the Transactions will not result in the Registration Statementloss or material impairment of any of the Company Intellectual Property. There are no pending, Prospectus and, to Seller’s Knowledge, no person has threatened in writing to initiate any, attachment or Disclosure Package or as would disposal proceedings against the Company Intellectual Property and, where the Company Intellectual Property is not reasonably be expected toowned by the Company, individually or the owner thereof has not threatened in writing to terminate any rights attached to the aggregate, result in a Material Adverse Effectuse of such Company Intellectual Property by the Company. To Seller’s Knowledge, (i) none of the processes employed or the principal products and services contemplated to be provided by the Company and its Subsidiaries own or possessinfringe, misappropriate, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “otherwise violate the Intellectual Property Rights”) necessary for their respective businesses as now conductedof any other Person, and (ii) none of the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned is being infringed, misappropriated, or otherwise violated by any other Person or has been disclosed without proper authorization to any other Person. (ii) The Company Intellectual Property, the Company use thereof, or any the operation of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of Business by the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do does not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, others. (viii) there is no proceeding pending or, to the knowledge None of the Company, threatened in writing, charging the Company Seller or any of its Subsidiaries with infringement, misappropriation their Affiliates have granted to any other Person any license or other violation right to the commercial use of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimProperty.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights have the right to use all patents, patent rights, statutory invention rights, community designs, invention disclosures, rights in utility models and industrial designs, inventions, registered and unregistered copyrights (including copyrights in software), intellectual property rights in technology and software, data, knowhow (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, tradenames, copyrightsbusiness names, trade secrets names, logos, slogans, trade dress, design rights, Internet domain names, social media accounts, any other designations of source or origin, and any applications (including provisional applications), registrations, or renewals for any of the foregoing, rights to publicity and privacy and/or other proprietary rights intellectual property (collectively, “Intellectual Property RightsProperty”) used in or necessary for the conduct of their respective businesses as now conducted, businesses; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for subsidiaries’ conduct their respective businesses as now conductedin a manner that does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of, or are otherwise aware of, any claim relating to the knowledge of the CompanyIntellectual Property, there is no including any claim alleging any infringement, misappropriation or other violation of the of, or conflict regarding, any Intellectual Property Rights owned by the Company or any of its Subsidiaries by any a third party, and the Company and its subsidiaries are unaware of any fact which would form a reasonable basis for any such claim; and (iv) to the knowledge of the Company, the present business, activities and products Intellectual Property of the Company and its Subsidiaries do subsidiaries are not infringebeing and has not been infringed, misappropriate misappropriated or otherwise violate violated by any Intellectual Property Rights of any other person or entity, (v) and there is no pending or threatened action, suit, proceeding pending or, to the knowledge of the Company, threatened in writing, charging or claim by the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by subsidiaries against a third party regarding the foregoing. (I) The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiariessubsidiaries, (II) neither the Company nor its subsidiaries have received any written notice alleging any such noncompliance, and (viiIII) the all such agreements are in full force and effect. All Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, or exclusively licensed to the Company (such Intellectual Property, the “Company Intellectual Property”) is valid, subsisting and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part enforceable and there is no pending or, to the knowledge of the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others any third party challenging the validity validity, ownership, registrability, scope or scope enforceability of any such Company Intellectual Property Rights, and the Company is and its subsidiaries are unaware of any facts or circumstances which are reasonably likely to would form a reasonable basis for any such claim. All Company Intellectual Property has been duly maintained and is in full force and effect, and all actions or fees necessary to prosecute or maintain the Company Intellectual Property have been timely taken, met or paid and there are no material defects in any of the Company Intellectual Property. Each person who is or was an employee or contractor of the Company or its subsidiaries and who is, was or, in the case of current employees and contractors, is reasonably expected to be involved in the creation or development of any Intellectual Property for or on behalf of the Company has executed a valid, written agreement containing an effective, present and valid assignment to the Company or its subsidiaries of such person’s rights in and to such Intellectual Property. The Company is not aware of any violation by any current or former employee of the Company or its subsidiaries of any term of any agreement or covenant to or with a former employer of such employee where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its subsidiaries. The Company has taken all reasonable steps necessary to maintain the confidentiality of the trade secrets and other confidential Intellectual Property used in connection with the business of the Company and its subsidiaries, and the confidentiality of such trade secrets and confidential Intellectual Property has not been compromised in such a matter would deprive the Company’s trade secrets from the protections afforded to trade secrets under the applicable law, or which would preclude the Company from enforcing confidentiality obligations against persons who have agreed, or otherwise have a duty to, maintain the confidentiality of such material confidential Intellectual Property. No Intellectual Property has been obtained or is being used by the Company or its subsidiaries in violation of any material contractual obligations binding on the Company or its subsidiaries in violation of any contractual rights of any person. No university, military, educational institution, research center, governmental entity or other organization has funded, sponsored or contributed to research and development conducted in connection with the business of the Company or its subsidiaries that (1) has any claim of right to, ownership of or other lien on any Intellectual Property Rights or (2) would affect the proprietary nature of any Company Intellectual Property or restrict the ability of the Company or its subsidiaries to enforce, license or exclude others from using any Company Intellectual Property.

Intellectual Property. Schedule 3.18 of the Company Disclosure Schedule contains a complete and accurate list of all Marks (as defined below) and Patents (as defined below) owned or purported to be owned by the Company and its Subsidiaries or used or held for use by the Company and its Subsidiaries in the Business (as defined below). Except as described in set forth on Schedule 3.18 of the Registration Statement, Prospectus or Company Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, Schedule: (ia) the Company and its Subsidiaries exclusively own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal possess adequate and enforceable rights to use use, without payment to a third party, all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “of the Intellectual Property Rights”Assets (as defined below) necessary for their respective businesses as now conductedthe operation of the Business, (ii) the Company believes it free and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership clear of all mortgages, pledges, charges, liens, equities, security interests, or other encumbrances or similar agreements; (b) all Company Intellectual Property Rights Assets (as defined below) owned or purported to be owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedwhich have been issued by or registered with the U.S. Patent and Trademark Office or in any similar office or agency anywhere in the world have been duly maintained (including the payment of maintenance fees) and are not expired, cancelled or abandoned and are valid and enforceable; (iiic) there are no pending, or, to the knowledge Knowledge of the Company, there is no infringement, misappropriation threatened claims against the Company or other violation any of its Subsidiaries alleging that any activity by the Company or any of its Subsidiaries or any Product (as defined below) infringes on or violates (or in the past infringed on or violated) the rights of others in or to any Intellectual Property Assets (“Third Party Rights”) or that any of the Company Intellectual Property Rights Assets is invalid or unenforceable; (d) neither any activity of the Company or any of its Subsidiaries nor any Product infringes on or violates (or in the past infringed on or violated) any Third Party Right, other than the rights of any person or entity under any patent, and to the Company’s Knowledge, neither any activity of the Company or any of its Subsidiaries nor any Product infringes on or violates (or in the past infringed on or violated) the rights of any person or entity under any patent; (e) to the Knowledge of the Company, no third party is violating or infringing any of the Company Intellectual Property Assets; and (f) the Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all Trade Secrets (as defined below) owned by the Company and its Subsidiaries or used or held for use by the Company and its Subsidiaries in the Business. (g) For purposes of this Section 3.18, (i) “Business” means the business of the Company and its Subsidiaries as currently conducted; (ii) “Company Intellectual Property Assets” means all Intellectual Property Assets owned or purported to be owned by the Company or any of its Subsidiaries or used or held for use by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any in the Business; (iii) “Intellectual Property Rights adversely held by a third party which has been filedAssets” means, collectively, (viA) no proceedings have been instituted or patents and patent applications (“Patents”); (B) trade names, logos, slogans, Internet domain names, registered and unregistered trademarks and service marks and related registrations and applications for registration (“Marks”); (C) copyrights in both published and unpublished works, including, without limitation, all compilations, databases and computer programs, manuals and other documentation and all copyright registrations and applications; and (D) rights under applicable US state trade secret laws as are pending orapplicable to know-how and confidential information (“Trade Secrets”); and (iv) “Products” means those products and/or services researched, to the knowledge of the Companydesigned, threatened in writingdeveloped, which challenge the rights of manufactured, marketed, performed, licensed, sold and/or distributed by the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected toto have, individually or in the aggregate, result a Company Material Adverse Effect, either the Company or a Subsidiary of the Company owns, or is licensed or otherwise possesses legally enforceable rights to use, free and clear of all material Liens, all domestic and foreign trademarks (including call signs), trade names, service marks, service names, assumed names, registered and unregistered copyrights and applications for same, domain names, patents and patent applications and registrations used in their respective businesses as currently conducted, including all rights associated therewith, whether registered or unregistered and however documented (collectively, the “Intellectual Property”). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ia) there are no pending or, to the Company and its Subsidiaries own or possessKnowledge of the Company, or can promptly acquire on reasonable termsthreatened in writing claims by any person alleging infringement, ownership, licenses misappropriation or other legal rights to unauthorized use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “of Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedSubsidiaries, or challenging any aspect of the validity, enforceability, ownership, authorship, inventorship or use of any of the Intellectual Property, (iiib) to the knowledge Knowledge of the Company, there is no infringementthe conduct of the business of the Company and its Subsidiaries does not infringe, misappropriation misappropriate or otherwise make unauthorized use of any intellectual property rights of any person, and neither the Company nor any of its Subsidiaries has received an “invitation to license” or other violation of the Intellectual Property Rights owned by communication from any third party asserting that the Company or any of its Subsidiaries is or will be obligated to take a license under any intellectual property owned by any third partyparty in order to continue to conduct their respective businesses as they are currently conducted, (ivc) to the knowledge of the Company, the present business, activities and products of neither the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or nor any of its Subsidiaries with has made any claim of infringement, misappropriation or other violation unauthorized use by others of any its rights to or in connection with the Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries Subsidiaries, (d) to the Knowledge of the Company, no person is currently infringing, misappropriating or otherwise making unauthorized use the of any Intellectual Property Rights owned by or licensed to of the Company or any of its Subsidiaries, and (viie) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its SubsidiariesSubsidiaries have taken commercially reasonable actions in accordance with normal industry practice to protect, has not been adjudged invalid or unenforceable in whole or in part maintain and there is no pending or, to preserve the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimProperty.

Intellectual Property. (a) The Company Disclosure Letter sets forth a true and complete list of (i) all United States and foreign patents, patent applications, trademarks, trademark registrations and applications, trade names, service marks and copyright registrations and applications therefor owned by the Company and its Subsidiaries (the "Intellectual Property Rights") and (ii) all United States and ---------------------------- foreign patents, patents applications, trademarks, trademark registrations and applications, trade names, service marks, copyrights and applications therefor and trade secrets licensed to the Company or any of its Subsidiaries (the "Licensed Rights"). --------------- (b) Except as described in to the Registration Statement, Prospectus extent that the inaccuracy of any of the following (or Disclosure Package or as would the circumstances giving rise to such inaccuracy) could not reasonably be expected toto have, individually or in the aggregate, result in a Material Adverse Effect: (A) the Intellectual Property Rights are free and clear of any Encumbrances, are not subject to any license (iroyalty bearing or royalty free) and are not subject to any other arrangement requiring any payment to any person or the obligation to grant rights to any person in exchange; (B) the Licensed Rights are free and clear of any Encumbrances; and (C) the Intellectual Property Rights and the Licensed Rights are all the material rights necessary to the conduct of the business of each of the Company and its Subsidiaries own as presently conducted or possessas proposed to be conducted. (ii) To the knowledge of the Company, the validity of the Intellectual Property Rights and title thereto, and the validity of the Licensed Rights, (A) have not been questioned in any prior litigation; (B) are not being questioned in any pending litigation; and (C) are not the subject or can promptly acquire on reasonable termssubjects of any threatened or proposed litigation and is not involved in any interference, ownershipreissue, licenses challenge, reexamination, invalidation, opposition proceeding or other legal rights cancellation. (iii) To the knowledge of the Company, the business of the Company and its Subsidiaries, as presently conducted and as proposed to use all be conducted, does not conflict with and has not been alleged to conflict with any patents, trademarks, trade names, service marks, tradenames, copyrights, trade secrets or other proprietary intellectual property rights of others. (collectively, “Intellectual Property Rights”iv) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge The consummation of the Company, there is no infringement, misappropriation transactions contemplated hereby will not result in the loss or other violation impairment of any of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, the Licensed Rights. (ivc) to the knowledge of the Company, the present business, activities and products Each of the Company and its Subsidiaries do owns, or possesses valid license rights to, all computer software programs that are material to the conduct of the business of the Company and its Subsidiaries, except to the extent that the failure thereof could not infringereasonably be expected to have, misappropriate individually or otherwise violate any Intellectual Property Rights of any other person in the aggregate, a Material Adverse Effect. There are no infringement suits, actions or entity, (v) there is no proceeding proceedings pending or, to the knowledge of the Company, threatened in writing, charging against the Company or any of its Subsidiaries Subsidiary with infringement, misappropriation respect to any software owned or other violation of any Intellectual Property Rights adversely held licensed by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimSubsidiary.

Intellectual Property. Except as otherwise described in in, or incorporated by reference into, the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, there is no proceeding pending or threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) to the knowledge of the Company, no proceedings have been instituted or are pending or, to the knowledge of the Company, or threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, there is no pending or threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, tradenamestrade names, domain names, and copyrights, trade secrets or other proprietary rights and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property RightsProperty”) necessary for to conduct their respective businesses business as now conductedpresently conducted and currently contemplated to be conducted in the future as set forth in the Registration Statement, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by General Disclosure Package or the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to Prospectus. To the knowledge of the Company, there neither the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is no infringementcurrently infringing, misappropriation misappropriating, conflicting with or other violation otherwise violating, and none of the Intellectual Property Rights owned by the Company or its subsidiaries have received any communication or notice of its Subsidiaries by any third partyinfringement of, (iv) to the knowledge of the Companymisappropriation of, the present businessconflict with or violation of, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there other than a claim on certain of the Company’s patents. Neither the Company nor any of its subsidiaries has received any communication or notice alleging that by conducting their business as set forth in the Registration Statement, the General Disclosure Package or the Prospectus, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. The Company knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by the Company or its subsidiaries has been obtained or is no proceeding pending being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the knowledge of the Company, threatened any of their respective officers, directors or employees or otherwise in writingviolation of the rights of any persons. Except as described in the Registration Statement, charging the General Disclosure Package, or the Prospectus, (i) the Company is not aware of outstanding options, licenses or agreements of any kind relating to the Intellectual Property which are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus that are not so described and (ii) neither the Company nor any of its Subsidiaries subsidiaries is a party to or bound by any options, licenses or agreements with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, respect to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights or other similar rights of any other person or entity which are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not so described. All Intellectual Property owned or exclusively licensed by or licensed to the Company or its Subsidiariessubsidiaries is free and clear of all liens, and encumbrances, defects or other restrictions (vii) other than non-exclusive licenses granted in the Intellectual Property Rights owned by andordinary course of business), except those that could not reasonably be expected, individually or in the aggregate, to the knowledge of the Company, licensed, to the have a Material Adverse Effect. The Company and its Subsidiariessubsidiaries are not subject to any judgment, has not been adjudged invalid order, writ, injunction or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope decree of any such Intellectual Property Rightscourt or any federal, and the Company state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is unaware it a party to any agreement made in settlement of any facts pending or threatened litigation, which are reasonably likely to form a basis for materially restricts or impairs their use of any such claimIntellectual Property.

Intellectual Property. Except as described in (1) No claim has been asserted to Company that the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge conduct of the Company, there is no infringement, misappropriation business of Company as currently conducted infringes upon or other violation of may infringe upon or misappropriates the Intellectual Property Rights owned by the Company or any rights of its Subsidiaries by any third party, (iv) and to the knowledge Knowledge of the Company, the present business, activities and products conduct of the business of Company and its Subsidiaries do as currently conducted does not infringe, infringe upon or misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights rights of any third party; (2) Except as set forth on the Company Disclosure Schedule, with respect to each item of Intellectual Property owned by Company and material to the business, financial condition or results of operations of Company (the “Company Owned Intellectual Property”), Company is the sole and exclusive owner of the entire 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 business; (3) With respect to each item of Intellectual Property licensed to Company that is material to the business of Company or its Subsidiariesas currently conducted (the “Company Licensed Intellectual Property”), and (vii) Company has the right to use such Company Licensed Intellectual Property Rights owned by and, to in the knowledge continued operation of its business in accordance with the terms of the Company, licensed, to the license agreement governing such Company and its Subsidiaries, Licensed Intellectual Property; (4) The Company Owned Intellectual Property has not been adjudged invalid or unenforceable unenforceable, in whole or in part and there is no pending orpart, by any governmental agency, authority, or court of competent jurisdiction; to the knowledge Knowledge of Company, the Company Owned Intellectual Property is valid and enforceable, and no Person is engaging in any activity that infringes upon the Company Owned Intellectual Property; and (5) With the exception of the Companyexecution of the License Agreement, threatened in writing proceeding by others challenging neither the validity or scope execution of this Agreement nor the consummation of any such transaction pursuant hereto shall adversely affect any of Company’s rights with respect to the Company Owned Intellectual Property Rights, and or the Company is unaware of any facts which are reasonably likely to form a basis for any such claimLicensed Intellectual Property.

Intellectual Property. (a) Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected toto have a Partnership Material Adverse Effect, individually either Lehigh GP or in a Partnership Entity owns, or is licensed or otherwise possesses valid rights to use, free and clear of Encumbrances other than Permitted Encumbrances, all trademarks, trade names, service marks, service names, xxxx registrations, logos, assumed names, domain names, registered and unregistered copyrights, patents or applications and registrations, trade secrets and other intellectual property rights necessary to their respective businesses as currently conducted (collectively, the aggregate“Lehigh Intellectual Property”), result in provided that the foregoing shall not be deemed a representation or warranty with respect to infringement, misappropriation or other violation of any intellectual property rights. Except as would not reasonably be expected to have a Partnership Material Adverse Effect, (i) the Company and its Subsidiaries own or possessthere are no pending or, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge Knowledge of the CompanyLGC, there is no threatened claims by any Person alleging infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or Partnership Entities of any intellectual property rights of its Subsidiaries by any third partyPerson in the conduct of their respective businesses as currently conducted, (ivii) to the knowledge Knowledge of LGC, the conduct of the Company, the present business, activities and products business of the Company and its Subsidiaries do Partnership Entities as currently conducted does not infringe, misappropriate or otherwise violate any intellectual property rights of any Person, (iii) none of the Partnership Entities has made any currently pending claim of a violation, infringement or misappropriation by others of any Partnership Entity’s rights to or in the Lehigh Intellectual Property Rights of any other person or entity, and (viv) there is no proceeding pending or, to the knowledge Knowledge of the CompanyLGC, threatened in writingno Person is infringing, charging the Company misappropriating or otherwise violating any of its Subsidiaries with infringement, misappropriation or other violation of any Lehigh Intellectual Property Rights adversely held by a third party which has been filed, Property. (vib) no proceedings have been instituted or are pending or, Notwithstanding anything to the knowledge contrary herein, this Section 3.13 constitutes the sole representations and warranties of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries LGC with respect to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimintellectual property matters.

Intellectual Property. The Company and each of its subsidiaries owns, possesses, has a valid license to use, or can acquire on reasonable terms, all Intellectual Property necessary for the conduct of the Company’s and its subsidiaries’ business as now conducted or as described in the Registration Statement, the General Disclosure Package and the Prospectus to be conducted, except as such failure to own, possess, license or acquire such rights would not result in a Material Adverse Effect. “Intellectual Property” means all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property. Except as described in the Registration Statement, Prospectus or in the General Disclosure Package and in the Prospectus or as would not reasonably be expected to, individually or in the aggregate, aggregate be expected to result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii1) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights parties of any other person or entity, such Intellectual Property; (v2) there is no proceeding pending or, to the knowledge of Company’s knowledge, threatened, action, suit, proceeding or claim by others challenging the Company, threatened in writing, charging the Company ’s or any of its Subsidiaries with infringementsubsidiaries’ rights in or to any such Intellectual Property, misappropriation or other violation and the Company is unaware of any Intellectual Property Rights adversely held by facts which would form a third party which has been filed, reasonable basis for any such claim; (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii3) the Intellectual Property Rights owned by the Company and its subsidiaries, and, to the knowledge of Company’s knowledge, the Company, licensed, Intellectual Property licensed to the Company and its Subsidiariessubsidiaries, has not been adjudged invalid or unenforceable unenforceable, in whole or in part part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property RightsProperty, and the Company is unaware of any facts which are reasonably likely to would form a reasonable basis for any such claim; (4) there is no pending or, to the Company’s knowledge threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, neither the Company or any of its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (5) to the Company’s knowledge, no employee of the Company or any of its subsidiaries is in or has, within the past three years, 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. The Company and its subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property, except where failure to do so would not result in a Material Adverse Effect.

Intellectual Property. Except (a) Schedule 2.19(a) sets forth as described of December 31, 1995 a list of all intellectual property rights (herein "Intellectual Property Rights") used or held for use or otherwise necessary in connection with the Registration Statementconduct of the Business, Prospectus or Disclosure Package or specifying as would not reasonably be expected toto each, individually or in the aggregate, result in a Material Adverse Effect, as applicable: (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “nature of such Intellectual Property Rights”) necessary for their respective businesses as now conducted, Right; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership owner of all such Intellectual Property Rights owned Right and if Seller is not the owner, the rights held by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, Corporation; (iii) to the knowledge of the Company, there is no infringement, misappropriation jurisdictions by or other violation of the in which such Intellectual Property Rights owned by the Company Right is recognized, issued or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate registered or otherwise violate any Intellectual Property Rights of any other person in which an application for such issuance or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which registration has been filed, including the respective registration or application numbers; and (viiv) no proceedings have material licenses, sublicenses and other agreements as to which the Corporation is a party and pursuant to which any person is authorized to use such Intellectual Property Right, including the identity of all parties thereto, a description of the nature and subject matter thereof, the applicable royalty and the term thereof. (i) Except as set forth in Schedule 2.19(b), the Corporation has not since January 1, 1996 been instituted sued or are pending orcharged in writing with or been a defendant in any claim, suit, action or proceeding relating to its business that has not been finally terminated prior to the knowledge date hereof and that involves a claim of infringement by the Company, threatened in writing, which challenge the Corporation of any intellectual property rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiariesother person, and (viiii) the Intellectual Property Rights owned by and, to the Corporation has no knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimclaim of infringement, and no knowledge of any continuing infringement by any other person of any intellectual property rights used or held for use or otherwise necessary in connection with the conduct of the Business. No such intellectual property right is subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use thereof by the Corporation or restricting the licensing thereof by the Corporation to any Person. The Corporation has not entered into any agreement to indemnify any other person against any charge of infringement of any intellectual property rights. (c) As used herein, the term "Intellectual Property Right" means any trade name, trademark, service name, service mark, copyright, invention, xxxxnt, trade secret, know-how (including any registrations or applications for registration of any of the foregoing) or any other similar type of proprietary intellectual property right.

Intellectual Property. Schedule 3.23 sets forth a list of all material registered and material unregistered Intellectual Property (as defined below) owned by the Company and used in the conduct of its business and all agreements granting any right to use or practice any right relating to the Intellectual Property currently used in the conduct of the Company's business (the "Licenses") as of the date hereof. Except as described set forth in the Registration StatementDisclosure Statement (i) the Company is the sole owner of all of its rights under the Licenses free and clear of any liens, Prospectus claims, encumbrances or Disclosure Package interests; (ii) the Company is the sole owner of, or has a valid right to use pursuant to a License, all patents and patent applications, registered and unregistered trademarks, service marks, trade names, trade dress, logos, company names and other source or business identifiers, including all goodwill associated therewith, the names, likenesses and other attributes of individuals, registered and unregistered copyrights, computer programs and databases, trade secrets, proprietary technology, know-how, industrial designs and other confidential information and any pending applications for any of the foregoing (collectively, the "Intellectual Property") currently used in the conduct of the Company's business, free and clear of any liens, claims, encumbrances or interests; (iii) to the Company's best knowledge, the present operations of the Company do not, and its past operations did not, infringe upon, violate, interfere or conflict with the rights of others with respect to any Intellectual Property, and no claim is pending or, to the Company's best knowledge, threatened, to this effect; (iv) to the Company's best knowledge, none of the Intellectual Property is invalid or unenforceable, or has not been used or enforced or has failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intellectual Property and no claim is pending or, to the Company's best knowledge, threatened, to this effect; (v) no License provision or any other contract, agreement or understanding to which the Company is a party would prevent the continued use by the Company (as currently used by the Company) of any Intellectual Property following the consummation of the transactions contemplated hereby; (vi) to the Company's best knowledge, no person is infringing upon or otherwise violating any Intellectual Property or License; and (vii) there are no claims pending or, to the Company's best knowledge, threatened in connection with any License, in all cases in clauses (i) through (vii) of this Section 3.23 with only such exceptions as would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal possess the valid rights to use all patents(i) trademarks, trademarkstrademark registrations, service marks, tradenamesInternet domain name registrations, and all goodwill associated with the foregoing, patents, patent applications, copyrights, copyright registrations and trade secrets (the “Intellectual Property Rights”) and (ii) inventions, software, works of authorship, trade names, know-how, databases, formulae, Internet domain names, and other intellectual property (including unpatented and/or unpatentable proprietary or other proprietary rights confidential information, systems, or procedures) (collectively, “Intellectual Property RightsAssets”) necessary for to conduct their respective businesses as now conducted, (ii) currently conducted and described in the Company believes Prospectus; provided that the foregoing representation is made only to the Company’s knowledge as it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all concerns third-party Intellectual Property Rights and Intellectual Property Assets. The Company and its subsidiaries have not received any written opinion from their legal counsel concluding that any activities of their respective businesses, each as currently conducted, infringe, misappropriate, or otherwise violate valid and enforceable Intellectual Property Rights of any third party, and the Company and its subsidiaries have not received written notice of any pending or threatened action, suit, proceeding or claim by any third party challenging the Company’s and its subsidiaries’ rights in or to any of their respective Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of subsidiaries. To the Company’s knowledge, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries subsidiaries’ respective businesses do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to third party. All licenses for the knowledge use of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by the Company described in the Prospectus are valid, binding upon, and enforceable against the Company and, to the Company’s knowledge, the other parties thereto in accordance to its terms. The Company and its subsidiaries have complied in all material respects with, and are not in breach in any material respect nor have received any written asserted or licensed threatened claim of breach of any intellectual property license, and the Company and its subsidiaries have no knowledge of any breach or anticipated breach by any third party with respect to any intellectual property license to which the Company is a party. The Company and its subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard their Intellectual Property Rights sufficient, in the Company’s reasonable business judgment, for the conduct of their businesses as currently conducted and described in the Prospectus, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any third party in respect of, the Company’s and its subsidiaries’ right to own, use, or hold for use any of the material Intellectual Property Rights as owned, used or held for use in the conduct of their business as currently conducted. The Company and its subsidiaries have at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. To the Company’s knowledge, no claims have been asserted or threatened against the Company or its Subsidiaries, subsidiaries alleging a violation of any person’s privacy or personal information or data rights and (vii) the Intellectual Property Rights owned by and, to the knowledge consummation of the Companytransactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, licenseddata protection, or the collection and use of personal information collected, used, or held for use by the Company or its subsidiaries in the conduct of their businesses, except where any such breach or violation would not reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries take commercially reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company and its subsidiaries have used commercially reasonable efforts to obtain ownership of all works of authorship and inventions made by their employees, consultants and contractors during the time they were employed by or under contract with the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part subsidiaries and there is no pending or, which are material to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, their businesses. All founders and key employees have signed confidentiality and invention assignment agreements with the Company is unaware of any facts which are reasonably likely to form a basis for any such claimor its applicable subsidiary.

Intellectual Property. Except as described in the Registration StatementThe Company or a Company Subsidiary owns, Prospectus or Disclosure Package is licensed to use or as otherwise possesses legally enforceable rights to use, all material Company Intellectual Property free and clear of all Encumbrances other than Permitted Encumbrances. There are no oppositions, cancellations, invalidity Proceedings, interferences or re-examination Proceedings pending with respect to any Company Intellectual Property that would not reasonably be expected tohave, individually or in the aggregate, result in a Company Material Adverse EffectEffect and to the Knowledge of FEMSA, (i) no facts or circumstances exist as a basis for the same. No material Company Intellectual Property owned by the Company or a Company Subsidiary has been, and the FEMSA Parties and the Company have no reason to expect it to become, abandoned, cancelled or invalidated. The FEMSA Parties, the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary actions to establish and preserve their respective ownership the confidentiality of all the Company Intellectual Property Rights owned by the Company or a Company Subsidiary that is confidential in nature. The use by the Company and the Company Subsidiaries of the Company Intellectual Property does not infringe, misappropriate, dilute or otherwise violate or make unauthorized use of any Intellectual Property rights of any third party where such infringement would have, individually or in the aggregate, a Company Material Adverse Effect and to the Knowledge of FEMSA no Person is currently infringing, misappropriating, diluting or otherwise violating or making unauthorized use of any material Company Intellectual Property owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by Company Subsidiary. Neither the Company or nor any of its Subsidiaries by Company Subsidiary has received any written notice from any third party, (iv) to party challenging the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights right of the Company or any of its Subsidiaries Company Subsidiary to use any of the Company Intellectual Property Rights owned as currently used by or licensed to the Company or its Subsidiariesthem, and (vii) the Intellectual Property Rights owned by andwhere such third party challenges, to the knowledge of the Companyif successful, licensedwould result, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole individually or in part and there is no pending orthe aggregate, to the knowledge in a potential liability in excess of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim$5,000,000.

Intellectual Property. Except Seller represents and warrants to Buyer that as described in of the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, Execution Date: (i) it is not aware of any claim made against it asserting the Company and invalidity, misuse, unregistrability, unenforceability or non-infringement of any of its Subsidiaries own intellectual property which is the subject of this Agreement (the "Intellectual Property") or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights challenging its right to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “ownership of any of the Intellectual Property Rights”) necessary for their respective businesses as now conducted, or making any adverse claim of ownership thereof; (ii) it is not aware of any pending, or threatened claim or litigation which alleges that Seller's activities to date relating to the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned have violated, or by conducting its business as currently proposed to be conducted hereunder would violate, the Company or intellectual property rights of any of its Subsidiaries that is necessary for their respective businesses as now conducted, other person; (iii) to the knowledge best of the CompanySeller's knowledge, there is has been no infringement, infringement or misappropriation or other violation by a third party of any of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, Property; (iv) to the knowledge of the CompanySeller's knowledge, the present businessits activities to date have not infringed or, activities and products of the Company and by conducting its Subsidiaries do business as proposed to be conducted hereunder would not infringe, misappropriate or otherwise violate any Intellectual Property Rights of the intellectual property rights of any other person or entity, person.; and (v) there is no proceeding pending all Seller Process Technology Patent Rights or Seller Product Technology Patent Rights are owned by Seller or, to Seller's knowledge, are validly licensed to Seller, provided, however, that in no event shall this subsection (v) be interpreted as a representation or warranty that the knowledge of the Company, threatened in writing, charging the Company Seller Process Technology or any of its Subsidiaries with infringement, misappropriation Seller Product Technology does not infringe or other violation misappropriate intellectual property rights of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimparty.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries own or own, possess, have valid license rights or can promptly acquire on reasonable terms, ownership, licenses or other legal adequate rights to use all (i) patents, patent applications, trademarks, trademark registrations, service marks, tradenamesservice xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, and trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trade names, databases, formulae, know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or other proprietary rights procedures) (collectively, “Intellectual Property RightsAssets”) necessary for to conduct their respective businesses as now currently conducted, (ii) the . The Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve not received any opinion from their respective ownership legal counsel concluding that any activities of all their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to Subsidiary. To the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries Subsidiaries’ respective businesses as now conducted do not infringegive rise to any infringement of, misappropriate any misappropriation of, or otherwise violate other violation of, any valid and enforceable Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to in any material respect. All licenses for the knowledge use of the CompanyIntellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to their terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened in writing, charging the Company or any claim of its Subsidiaries with infringement, misappropriation or other violation breach of any Intellectual Property Rights adversely held license, and the Company has no knowledge of any breach or anticipated breach by a third party which any other person to any Intellectual Property license. Except as described in the Prospectus, no claim has been filedmade against the Company alleging the infringement by the Company of any patent, (vi) no proceedings have been instituted trademark, service xxxx, trade name, copyright, trade secret, license in or are pending orother intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, to maintain and safeguard its Intellectual Property Rights, including the knowledge execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, threatened in writinguse, which challenge the rights of the Company or hold for use any of its Subsidiaries to use the Intellectual Property Rights owned by as owned, used or licensed to held for use in the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge conduct of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimbusiness as currently conducted.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in Set forth on Schedule 2.8 attached hereto is a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use list of all patents, pending patent applications, trademarks, service marks, tradenamestrade names, copyrights, trade secrets licenses, computer codes or computer software, proprietary rights, proprietary processes and other proprietary intellectual property rights (collectively, “collectively "Intellectual Property Rights”Property") necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned used by the Company or any of its Subsidiaries that is necessary for in their respective businesses (as now currently conducted or proposed to be conducted), (iii) with an indication as to the knowledge which of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights such items are owned by or licensed to the Company or any of its Subsidiaries by any third party, (iv) and are material to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do (the "Company Intellectual Property"). The Company's and its Subsidiaries' legal rights to use the Intellectual Property are sufficient for the use thereof in their respective businesses as now conducted and as proposed to be conducted, except where the failure would not infringehave a Material Adverse Effect. None of the Company or any of its Subsidiaries has received any communications alleging that the Company or any of its Subsidiaries has violated or, misappropriate by conducting its business as now conducted or otherwise as proposed to be conducted, would violate any of the rights in the Intellectual Property Rights of any other person individual, corporation, association, partnership, joint venture, trust, estate, limited liability company, limited liability partnership, joint stock company, unincorporated organization or entitygovernment or any agency or political subdivision thereof, or other entity or organization (v) there is no proceeding pending oreach, to a "Person"). To the knowledge Company's knowledge, none of the Company or any of its Subsidiaries is infringing upon the right or claimed right of any Person with respect to any of the Company Intellectual Property. None of the Company or any of its Subsidiaries has licensed any of the Company Intellectual Property to any other Person, nor does any other Person have an option or any other right to acquire any of the Company Intellectual Property other than in the ordinary course of business (except for the Company Intellectual Property that is in the public domain). To the Company's knowledge, threatened in writingnone of the employees of the Company or any of its Subsidiaries is obligated under any contract (including licenses, charging covenants or commitments of any nature) or other agreement regarding Intellectual Property, or subject to any order, writ, injunction, judgment, instrument or decree of any court, administrative agency, government agency or instrumentality that would interfere with the use of such employee's best efforts to promote the interests of the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any regards to the Company Intellectual Property Rights adversely held by a third party which has been filed, or that would conflict with the business of the Company or such Subsidiary (vias currently conducted or proposed to be conducted) no proceedings have been instituted or are pending or, with respect to the knowledge Intellectual Property. None of the Companyexecution or delivery of the Investment Agreements, threatened in writing, which challenge nor the rights carrying on of the business of the Company or any of its Subsidiaries (as currently conducted or proposed to be conducted) by their respective employees, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract or respective other agreement, covenant or instrument with respect to Intellectual Property under which any such employee is obligated. It is not, nor will it be necessary, to use any inventions of any of the Intellectual Property Rights owned by or licensed to current employees of the Company or its Subsidiaries, and Subsidiaries (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to or Persons the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, currently intends to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and hire) made prior to their employment with the Company is unaware of any facts or its Subsidiaries and to which are reasonably likely to form a basis for any such claimthe Company or its Subsidiaries do not otherwise have rights.

Intellectual Property. Except The Company and its subsidiaries, if any, own or possess or can obtain on commercially reasonable terms rights to use all patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secrets, inventions, software, works of authorships, trade marks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted and described in the Registration StatementProspectus, Prospectus except where the failure to own, possess or Disclosure Package or as obtain such Intellectual Property would not reasonably be expected tonot, individually or in the aggregate, result in reasonably be expected to cause a Material Adverse EffectChange. The Company and its subsidiaries, (i) if any, have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its Subsidiaries own or possesssubsidiaries, or can promptly acquire on reasonable termsif any, ownership, licenses or other legal rights with respect to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “any Intellectual Property Rights”) necessary for their owned or used by the Company or its subsidiaries. To the knowledge of the Company, the Company’s and its subsidiaries’, if any, respective businesses as now conductedconducted do not give rise to any infringement of, (ii) the Company believes it any misappropriation of, or other violation of, any valid and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all enforceable Intellectual Property Rights owned of any other person that would cause a Material Adverse Change, and all licenses for the use of the Intellectual Property described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any of its Subsidiaries that is necessary for their respective businesses other person to any Intellectual Property license. Except as now conducteddescribed in the Prospectus, (iii) and to the knowledge of the Company, there is no infringementcomplaint has been made against the Company alleging the infringement by the Company of any patent, misappropriation trademark, service xxxx, trade name, copyright, trade secret, license in or other violation intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights owned by as owned, used or held for use in the Company or any of its Subsidiaries by any third party, (iv) to the knowledge conduct of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimbusiness as currently conducted.

Intellectual Property. Except as described in the Registration Statement, Prospectus The Company owns or Disclosure Package possesses or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal has valid rights to use all patents, patent applications, trademarks, service marks, tradenamestrade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets or other proprietary and similar rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the conduct of the business of the Company believes it as currently carried on and as described in the Registration Statement and the Prospectus, except as disclosed in the Prospectus or except as would not be reasonably likely to result in a Material Adverse Change. To the knowledge of the Company, no action or use by the Company necessary for the conduct of its Subsidiaries have taken all commercially reasonable steps necessary business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to establish and preserve their respective ownership of all any infringement of, or license or similar fees for, any Intellectual Property Rights owned by of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. The Company has not 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 result, individually or in the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedaggregate, in a Material Adverse Change (iiiA) to the knowledge of the Company, there is no infringement, misappropriation or other violation by third parties of any of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third partyCompany; (B) except as disclosed in the Prospectus, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and 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 in writing or to 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 6(bb), reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company 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, except as disclosed in the Prospectus, 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 are reasonably likely to would form a reasonable basis for any such claimclaim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), 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 infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other 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 6(bb), reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee 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 where the basis of such violation relates to such employee’s employment with the Company, or actions 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 which has not been patented has been kept confidential. The Company is not 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 and the Prospectus and are not described therein. The Registration Statement 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 has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

Intellectual Property. Except as described You hereby irrevocably assign and agree to assign to the Company all rights, title, and interest worldwide you may have or acquire in and to any and all Company Intellectual Property, together with the right to prosecute or xxx for infringements or violations of the same. The term “Intellectual Property” means inventions, discoveries; developments; trade secrets; processes; formulas; data; lists; plans, software programs; graphics; artwork; logos, and all other works of authorship, ideas, concepts, know-how, designs, and techniques, whether or not any of the foregoing is or are patentable, copyrightable, or registerable under any intellectual property laws or industrial property laws in the Registration Statement, Prospectus United States or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the any foreign country. The term “Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of Property” means all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, that: (iiia) relate to the knowledge actual or proposed business, work, research or investigation of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries Affiliates or any predecessors thereto or that are discovered, developed, created, conceived, reduced to practice, made, completed, learned or written by any third partyyou, either alone or jointly with others, in the course of your employment; (ivb) to the knowledge of the Companyutilize, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate incorporate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, relate to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringementAffiliate secret, misappropriation proprietary or other violation of any Intellectual Property Rights adversely held confidential information; or (c) are discovered, developed, created, conceived, reduced to practice, made, completed, learned or written by a third party which has been filed, (vi) no proceedings have been instituted you using property or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights equipment of the Company or any of its Subsidiaries predecessors. You agree to use the Intellectual Property Rights owned by or licensed promptly and fully communicate in writing to the Company (to such department or its Subsidiaries, officer of the Company and (viiin accordance with such procedures as the Company may direct from time to time) the any and all Company Intellectual Property. You acknowledge and agree that any work of authorship by you or others comprising Company Intellectual Property Rights owned by andshall be deemed to be a “work made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C. § 101 (2000)). To the extent that any such work of authorship may not be deemed to be a work made for hire, you hereby irrevocably assigns and agrees to assign any ownership rights you may have or acquire in and to such work to the knowledge of Company. You agree to perform, whether during or after your employment with the Company, licensedall acts deemed necessary or desirable by the Company to permit and assist the Company in protecting, registering, recording, obtaining, maintaining, defending, enforcing and perfecting the Company’s rights in and to the Company and its SubsidiariesIntellectual Property, has including executing applications for registration therefore. This Agreement does not been adjudged invalid or unenforceable in whole or in part and there is no pending or, apply to the knowledge of any Intellectual Property you made before your employment by the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.

Intellectual Property. (a) Except as described set forth in Section 3.17 of the Registration Statement, Prospectus or Company Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, Schedule: (i) the Company and its Subsidiaries own all right, title and interest in or possesshave valid and enforceable rights to use, or can promptly acquire on reasonable terms, ownership, licenses by license or other legal rights to use agreement, all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “of the Intellectual Property Rights”Rights (as defined below) necessary for their respective businesses as now conductedthat are currently used in the conduct of the Company’s or any of its Subsidiary’s business, free of all Liens, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary no action, claim, arbitration, proceeding, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) has commenced, been brought or heard by or before any Governmental Entity or arbitrator or is pending or is threatened in writing by any third Person with respect to establish and preserve their respective ownership of all any Intellectual Property Rights owned or used by the Company or any of its Subsidiaries that is necessary for in connection with their respective businesses as now currently conducted, including any of the foregoing that alleges that the operation of any such business infringes, misappropriates, impairs, dilutes or otherwise violates the rights of others, and there are no grounds for the same, and Company and its Subsidiaries are not subject to any outstanding injunction, judgment, order, decree, ruling, charge, settlement, or other dispute involving any third Person’s Intellectual Property Rights, and (iii) to the knowledge of the Company, there no Person has infringed, misappropriated or otherwise violated, or is no infringementinfringing, misappropriation misappropriating or other violation of the otherwise violating, any Intellectual Property Rights owned or used by Company or any of its Subsidiaries in connection with their respective businesses as currently conducted and neither Company nor any of its Subsidiaries has brought or threatened any such claims, suits, arbitrations or other adversarial proceedings against any third party that remain unresolved. Excluded from the foregoing provisions of this Section 3.17 are matters that, individually or in the aggregate with other such matters not otherwise disclosed in Section 3.17 of the Company Disclosure Schedule, would not reasonably be expected to have a Company Material Adverse Effect. Schedule 3.17 of the Company Disclosure Schedule also contains a list of each written notice received by the Company or any of its Subsidiaries by any third party, (iv) to during the knowledge 36 months preceding the date of this Agreement alleging that the operation of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights business of the Company or any of its Subsidiaries to use the infringes upon, misappropriates, or conflicts with any Intellectual Property Rights of a third party. (b) All of the material intellectual property owned or used by Company or licensed any of its Subsidiaries prior to the Company Closing Date will be owned or its Subsidiaries, and (vii) the Intellectual Property Rights owned available for use by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part Subsidiaries immediately after the Closing on substantially the same terms and there is no pending or, conditions as prior to the knowledge Closing. (c) For purposes of the Companythis Agreement, threatened in writing proceeding by others challenging the validity or scope of any such “Intellectual Property Rights” means any or all rights in, arising out of or associated with any of the following: (i) all United States, international and foreign patents and patent applications (including all reissues, reexaminations, divisionals, renewals, extensions, provisionals, continuations, continuations-in-part, patent disclosures, mask works and integrated circuit topographies) and all equivalents thereof; (ii) all computer software (including source and object code) and related documentation, confidential information, trade secrets, inventions (whether patentable or not), business information, customer lists, know how, show how, technology and all documentation relating to any of the foregoing; (iii) all United States and foreign copyrights, copyright registrations and applications therefor in both published and unpublished works; (iv) all United States and foreign trademarks and service marks (whether or not registered), trade names, designs, logos, slogans and general intangibles of like nature, together with all goodwill appurtenant thereto, and the Company is unaware applications for registration of any facts which are reasonably likely to form a basis for any such claimof the foregoing; and (v) Internet domain name registrations and applications therefor.

Intellectual Property. Except (i) Section 5.1(q)(i) of the Company Disclosure Schedule sets forth an accurate and complete list, as described of the date of this Agreement, of all (A) Owned Intellectual Property that is Registered (collectively, the “Registered Intellectual Property”), indicating for each item of Registered Intellectual Property, the record owner, registration or application number, and the jurisdictions in the Registration Statement, Prospectus which each such item of Registered Intellectual Property has been issued or Disclosure Package registered or as would not reasonably be expected to, individually in which any application for such issuance and registration has been filed (or in the aggregatecase of an Internet domain name, result the applicable domain name registrar); and (B) all Social Media Accounts owned by, or used by or on behalf of, the Company or any of its Subsidiaries. The Company or one of its Subsidiaries exclusively owns, free and clear of all Liens, each item included in a Material Adverse Effectthe Registered Intellectual Property. (ii) to the Knowledge of the Company, (i) the Company and its Subsidiaries, each as applicable, owns or has valid and sufficient rights to use, all Intellectual Property Rights and Social Media Accounts used in or otherwise necessary for the operation of the businesses of the Company and its Subsidiaries own as currently conducted; (iii) to the Knowledge of the Company, none of the products or possessservices distributed, sold or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned offered by the Company or any of its Subsidiaries that is necessary for their respective nor the conduct of the businesses as now conductedof the Company and its Subsidiaries currently infringes, misappropriates or violates in any material respect or has, during the three-year period prior to the date of this Agreement, infringed, misappropriated or violated the Intellectual Property Rights of any Person in any material respect; (iiiiv) to the knowledge Knowledge of the Company, no Person currently infringes, misappropriates or otherwise violates any Owned Intellectual Property in any material respect; (v) within the prior three years, neither the Company nor any of its Subsidiaries has received any written claim or notice from any Person (including by way of a cease and desist letter or an offer for a license) (A) alleging any infringement, violation or misappropriation of Intellectual Property Rights of any Person in any material respect; or (B) advising that such Person is challenging or threatening to challenge the ownership, use, validity or enforceability of any Owned Intellectual Property; (vi) within the prior three years, to the Knowledge of the Company, there has been no unauthorized access to or unauthorized use of any Social Media Accounts owned by, or used by or on behalf of, the Company or any of its Subsidiaries; (vii) except as set forth in Section 5.1(q)(vii) of the Company Disclosure Schedule, there is no infringementnot presently any Action before any Governmental Authority to which the Company or any of its Subsidiaries is a party or any Action by any Governmental Authority against or involving the Company or its Subsidiaries, misappropriation or, to the Knowledge of the Company, is any such Action threatened against the Company or any of its Subsidiaries, in each case, concerning the ownership, validity, registrability, enforceability or use of, or licensed right to use, any Intellectual Property Rights; (viii) the Company and each of its Subsidiaries has taken commercially reasonable steps to maintain the confidentiality of any material Trade Secrets that are owned, used or held by the Company or any of its Subsidiaries, and such Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to valid and appropriate confidentiality restrictions or non-disclosure agreements; (ix) the IT Assets (A) operate and perform in all material respects as required by the Company and its Subsidiaries and are otherwise sufficient for the needs of the Company and its Subsidiaries in connection with the businesses of the Company and its Subsidiaries as currently conducted, (B) within the prior three years, have not materially malfunctioned or failed and (C) to the Knowledge of the Company, are free from material bugs or other violation defects, and 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; the Company and its Subsidiaries have in place commercially reasonable disaster recovery and business continuity plans, procedures and technologies; to the Knowledge of the Intellectual Property Rights Company, no Person has gained unauthorized access to the IT Assets during the three-year period prior to the date of this Agreement; (x) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (A) the Company and each of its Subsidiaries have complied in all material respects with all applicable Laws and contractual and fiduciary obligations relating to the collection, storage, use, transfer and any other processing of any Personal Information collected or used by the Company or any of its Subsidiaries; (B) the Company and each of its Subsidiaries has taken commercially reasonable steps to protect all such Personal Information against unwanted loss and unauthorized access, use or disclosure; and (C) there has been no unauthorized access to or misuse of such Personal Information; (xi) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries have not provided copies, nor agreed to provide copies (including pursuant to any escrow arrangement), of any source code for any software owned or developed by the Company or any of its Subsidiaries by any third party(such software, (iv“Company Proprietary Software”) to any other Person, other than employees, contractors and consultants in the knowledge ordinary course of business consistent with past practice and subject to appropriate confidentiality restrictions; no event has occurred and no circumstance or condition exists that (with or without notice or the Companylapse of time, or both) will result in the delivery of any source code for any Company Proprietary Software to any other Person; (xii) For purposes of this Agreement, the present business, activities and products of following terms have the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.following meanings:

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) To the knowledge of the Company, there have been no material claims made or threatened against the Company and or any of its Subsidiaries own subsidiaries asserting the invalidity, misuse or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “unenforceability of any Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) or challenging the Company believes it and Company’s or any of its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective subsidiaries’ ownership of all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedsubsidiaries or right to use, commercialize or exploit any other Intellectual Property, in either case free and clear of liens, encumbrances, and restrictions, (ii) to the knowledge of the Company, neither the Company nor any of its subsidiaries has received any notices of, and there are no facts which indicate a likelihood of, any material direct, vicarious, indirect, contributory or other infringement, violation or misappropriation by the Company or any of its subsidiaries of any Intellectual Property (including any cease-and-desist letters or demands or offers to license any Intellectual Property from any other Person), (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation the conduct of the Intellectual Property Rights owned by the Company Company’s or any of its Subsidiaries by subsidiaries’ respective businesses as previously conducted has not materially infringed, misappropriated or violated, and as presently conducted or presently proposed to be conducted does not materially infringe, misappropriate or violate, any third partyIntellectual Property of any other Person, whether directly, vicariously, indirectly, contributorily or otherwise, and (iv) to the knowledge of the Company, except as set forth in Schedule 3(j)(iv), no material Intellectual Property has been infringed, misappropriated or violated by any other Person. As used in this Agreement, “Intellectual Property” means, collectively, in the present businessUnited States and all countries or jurisdictions foreign thereto, activities (a) all inventions (whether patentable or unpatentable and products whether or not reduced to practice), all improvements thereto, and all patents, (b) all trademarks, all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all moral rights, copyrights and other rights in any work of authorship, compilation, derivative work or mask work and all applications, registrations, and renewals in connection therewith, (d) all trade secrets and confidential business information (including confidential ideas, research and development, know-how, methods, formulas, compositions, manufacturing and production processes and techniques, technical and other data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (e) software, (f) all other proprietary and intellectual property rights, (g) all copies and tangible embodiments of any of the Company and its Subsidiaries do not infringe, misappropriate foregoing (in whatever form or otherwise violate any Intellectual Property Rights of any other person or entitymedium), (vh) there is no proceeding pending orthe exclusive right to display, to the knowledge perform, reproduce, make, use, sell, distribute, import, export and create derivative works or improvements based on any of the Companyforegoing and (i) all income, threatened in writingroyalties, charging the Company or damages and payments related to any of its Subsidiaries with infringementthe foregoing (including damages and payments for past, misappropriation present or future infringements, misappropriations or other violation of conflicts with any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rightsintellectual property), and the Company is unaware of right to sue and recover for past, present or future infringements, misappropriations or other conflict with any facts which are reasonably likely to form a basis for any such claimintellectual property.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights have the valid right to use all patents, material patents and patent applications; trademarks, service marks, tradenamesand trademark or service xxxx registrations and applications, trade names, Internet domain names, logos, designs, slogans, and general intangibles of like nature, together with all goodwill related to the foregoing; copyrights, copyright and mask works (as defined in 17 U.S.C. 901, et seq.) registrations, renewals and applications for copyrights and mask works; computer software, computer programs, and computer hardware (collectively, "Software"); rights of publicity (including but not limited to names, images, and biographical materials concerning individuals) and rights of privacy; technology, trade secrets or and other confidential information, know-how, proprietary rights processes, formulae, algorithms, models and methodologies (collectively, “"Trade Secrets"); and license agreements relating to any of the foregoing (all of the foregoing, collectively, the "Intellectual Property") used in or necessary to the conduct of the Company and its Subsidiaries' businesses as currently conducted or planned to be conducted. (a) All agreements pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company or its Subsidiaries is the licensee or licensor thereunder, and any written settlements relating to any Intellectual Property, indicating for each the title, the parties, date executed, and the Intellectual Property Rights”covered thereby (collectively, the "License Agreements") necessary for are valid and binding obligations of the Company or its Subsidiaries, enforceable in accordance with their respective businesses as now conductedterms, and there exists no event or condition which 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 its Subsidiaries under any such License Agreement. (b) The Intellectual Property owned by the Company and its Subsidiaries is free and clear of all Liens. (c) There are no settlements, forebearances to xxx, consents, judgments, or orders or similar obligations which (i) restrict the Company or its Subsidiaries' rights to use any Intellectual Property, (ii) restrict the Company believes it or its Subsidiaries' business in order to accommodate a third party's Intellectual Property rights or (iii) permit third parties to use any Intellectual Property which would otherwise infringe the Company or its Subsidiaries' Intellectual Property. (d) To the best of the Company 's and its Subsidiaries' knowledge, the conduct of the Company 's and its Subsidiaries' business as currently conducted or planned to be conducted does not infringe upon any Intellectual Property owned or controlled by any third party (either directly or indirectly such as through contributory infringement or inducement to infringe). There are no claims or suits pending or, to the Company 's or its Subsidiaries' knowledge, threatened, and the Company and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership not received any notice of all Intellectual Property Rights owned by a third party claim or suit (i) alleging that the Company 's or any its Subsidiaries' activities or the conduct of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to infringes upon or constitutes the knowledge of the Company, there is no infringement, misappropriation or other violation unauthorized use of the Intellectual Property Rights owned by the Company or any rights of its Subsidiaries by any third party, (ii) alleging that the Company 's or its Subsidiaries' activities or the conduct of its businesses is libelous, slanderous, or otherwise defamatory, (iii) challenging the ownership, use, validity or enforceability of any Intellectual Property, or (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate challenging any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and . (viie) The consummation of the transactions contemplated hereby will not result in the loss or impairment of the Company 's or its Subsidiaries' right to own or use any of the Intellectual Property Rights owned by and, to nor require the consent of any governmental authority or third party in respect of any such Intellectual Property. (f) To the knowledge of the Company, licensed, to none of the material Software used or relied on by the Company or by any of its Subsidiaries in the conduct of their respective businesses will malfunction, will cease to function, will generate incorrect data or will provide incorrect results when processing, providing, and/or receiving (i) date-related data into and its Subsidiaries, has not been adjudged invalid or unenforceable between the twentieth and twenty-first centuries and (ii) date-related data in whole or connection with any valid date in part the twentieth and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimtwenty-first centuries.

Intellectual Property. Except as described Hypermarcas is the sole lawful owner of the rights over the registered Intellectual Property listed in Exhibit 12.1.9(i), which, together with other unregistered items, constitutes all Intellectual Property used exclusively in the Registration Statementconduction of the BPC Business as currently conducted and, Prospectus or Disclosure Package or except as would not reasonably be expected to, individually or disclosed in the aggregate, result in a Material Adverse Effect, Exhibit 12.1.9(ii): (i) there is no restriction on the Company and its Subsidiaries own disclosure, use or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “transfer of such Intellectual Property Rights”) necessary for their respective businesses as now conducted, Property; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or is free and clear of any of its Subsidiaries that is necessary for their respective businesses as now conducted, Liens; (iii) Hypermarcas has not granted any license, in any way, or similar rights to the knowledge of the Companythird parties, there is no infringementexcept its Affiliates, misappropriation or other violation in relation to any of the Intellectual Property Rights owned by and the Company or any of its Subsidiaries use thereof by any third party, except its Affiliates, is not in any way authorized; (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned is duly registered or, as applicable, all applicable registry requests have been filed with INPI, or other competent trademark offices, in Brazil or abroad, and are in good standing with all fees and filings due as of the date hereof and the Trademarks Closing Date; (v) Hypermarcas has not received notice of any claims (a) challenging the validity, effectiveness or ownership by Hypermarcas of the Intellectual Property, and, to the knowledge of the CompanySellers’ Knowledge, licensedno such proceeding is threatened, or (b) to the Company effect that the use, distribution, licensing, sublicensing, sale or any other exercise of rights in any product, work, technology or process as now used or offered or proposed for use, licensing, sublicensing or sale by the Seller infringes on or misappropriates any intellectual property or other proprietary or personal right of any Person; (vi) the software used by or on behalf of Sellers and the Companies has been internally developed, purchased or licensed from third parties for the Sellers and the Companies’ use. The Sellers and the Companies have been in compliance in all material respects with all of its Subsidiaries, has software license agreements and are not been adjudged invalid or unenforceable in whole or in part and there is no pending or, breach of any software license; and (vii) to the knowledge Knowledge of Sellers, the CompanySellers and the Companies have not violated any third party Intellectual Property right, threatened in writing proceeding by others challenging the validity or scope of ever infringed or misappropriated any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimright.

Intellectual Property. Except The Company and each of its Subsidiaries owns, possesses or has valid and enforceable licenses to use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of the Company’s and it Subsidiaries’ business as now conducted or as described in the Registration StatementStatement and the Prospectuses to be conducted, Prospectus except as such failure to own, possess, or Disclosure Package or as acquire such rights would not reasonably be expected toexpected, individually or in the aggregate, to result in a Material Adverse Effect. Furthermore, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iiiA) to the knowledge of the Company, there is no infringement, misappropriation or other violation by third parties of the any such Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the CompanyProperty, the present business, activities and products effect of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, which would have a Material Adverse Effect; (vB) there is no proceeding pending or, to the knowledge of the Company, threatened in writingthreatened, charging action, suit, proceeding or claim by others challenging the Company Company’s or any of its Subsidiaries with infringementSubsidiaries’ rights in or to any such Intellectual Property, misappropriation or other violation the effect of any which would have a Material Adverse Effect; (C) the Intellectual Property Rights adversely held owned by a third party which has been filedthe Company and its Subsidiaries, (vi) no proceedings have been instituted or are pending or, and to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable unenforceable, in whole or in part part, and there is no pending or, to the knowledge of the Company, threatened in writing action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, the effect of which would have a Material Adverse Effect; (D) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rightsor other proprietary rights of others, and neither the Company or any of its Subsidiaries has received any written notice of such claim, the effect of which would have a Material Adverse Effect; and (E) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is unaware in or has ever been in violation of any facts which are reasonably likely to form a basis for term of any such claim.employment

Intellectual Property. Except (i) The Company and each of its Subsidiaries own, or are licensed or otherwise possess legally enforceable rights to use, all Intellectual Property and IT Assets (each as described in defined below) necessary to conduct their respective businesses, all of which rights shall survive unchanged following the Registration Statementexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, Prospectus or Disclosure Package or except as has not had and would not reasonably be expected tohave, individually or in the aggregate, result in a Company Material Adverse Effect. (A) Except as set forth in Section 5.1(m) of the Company Disclosure Letter, (i) the business of the Company and its Subsidiaries own Subsidiaries, as presently conducted and as conducted since the Applicable Date, have not infringed, diluted, misappropriated or possessotherwise violated any Intellectual Property (as defined below) of any other Person, and (B) no Person is infringing, diluting, misappropriating, or can promptly acquire on reasonable termsotherwise violating any Intellectual Property owned by the Company or its Subsidiaries, ownershipexcept, licenses in each case, as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. There is no material civil, criminal or administrative actions, suits, complaints, enforcement actions, penalty assessments, claims, hearings, arbitrations, investigations, inquiries, audits or other legal rights proceedings (formal or informal, public or non-public) pending or, to use all patentsthe Knowledge of the Company, trademarksthreatened in writing by a third party against the Company or any of its Subsidiaries that asserts infringement, service marks, tradenames, copyrights, trade secrets misappropriation or other proprietary rights (collectively, “violation of such third party’s Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, or seeks to recover any damages or other relief in respect thereof. (iii) Except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and its Subsidiaries complies with, and has complied with, all applicable Laws, consents and Contracts, and its own rules, policies and procedures, relating to privacy, data protection, and the collection and use of personal information or other data. There are no investigations or material actions currently pending concerning the data or privacy practices of the Company or any of its Subsidiaries. No material claims have been asserted or, to the knowledge Knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by threatened against the Company or any of its Subsidiaries alleging a violation of any of the foregoing, and the consummation of the transactions contemplated by this Agreement will not result in any third party, such violation. (iv) to For purposes of this Agreement, the knowledge term “Intellectual Property” means all intellectual property and industrial property recognized under applicable Law, including trademarks, service marks Internet domain names, logos, trade dress, trade names and all goodwill associated therewith and symbolized thereby, inventions, discoveries, patents, trade secrets, copyrights and copyrightable works, software, databases, data (including customer, employee, technical, research and development and manufacturing data) and related items and (if applicable) any registrations, issuances and applications for registration or issuance of any of the Companyforegoing. For purposes of this Agreement, the present businessterm “IT Assets” means all computers, activities computer systems, software, computer code, networks, firmware, middleware, hardware, servers, workstations, hubs, routers, databases and products of the Company all other information technology equipment and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimassets.

Intellectual Property. Except (a) Section 3.17 of the Company Disclosure Letter sets forth, as described of the date hereof, a true and complete list of all trademarks (registered or unregistered), trade xxxx applications, trade names, service marks, service xxxx applications, brand names, registered copyrights and applications therefor, patents and patent applications, if any, in each case, owned by or licensed to the Registration Statement, Prospectus Company or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) any of its Subsidiaries. Each of the Company and its Subsidiaries own or possessowns, or can promptly acquire on reasonable terms, ownership, licenses is validly licensed or other legal rights otherwise has the right to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights that are material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, in each case free and clear of all Liens other than the Permitted Liens. All right, title and interest to the "Barneys" and "Barneys New York" trademarks are owned by the Company and are not subject to any Liens (other than Permitted Liens) or licenses. (b) To the knowledge of the Company, neither the Company nor any of its Subsidiaries has infringed upon or misappropriated any Intellectual Property Rights of any other person, except for such infringement or misappropriation that individually or in the aggregate has not had and is not reasonably likely to have a Material Adverse Effect. No claims are pending or, to the Knowledge of the Company, threatened that the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, infringing or misappropriating the rights of any person with regard to any Intellectual Property Right. (iiic) to To the knowledge Knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or persons are pending or, to the knowledge of the Company, threatened in writing, which challenge infringing the rights of the Company or any of its Subsidiaries with respect to use the any Intellectual Property Rights Right owned by or licensed to the Company or any of its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no . No claims are pending or, to the knowledge Knowledge of the Company, are threatened against the Company or any of its Subsidiaries with regard to the ownership by the Company or any of its Subsidiaries of any of their respective Intellectual Property Rights. (d) As used in writing proceeding by others challenging this Agreement, "Intellectual Property Rights" shall mean all intellectual property rights arising from or in respect of the validity following, whether protected, created, or scope arising under the laws of the United States or any other jurisdiction: patents, trademarks (registered or unregistered), trade names, domain names, service marks, brand names, trade dress, and other indications of origin, together with the goodwill associated with the foregoing and registrations of, and applications to register, the foregoing, including any extension, modification or renewal of any such Intellectual Property Rightsregistration or application; computer programs, technical know-how, trade secrets and confidential information and rights to limit the use or disclosure thereof by any person; registrations or applications for registration of copyrights, and any renewals or extensions thereof; any similar intellectual property or proprietary rights similar to any of the Company is unaware of any facts which are reasonably likely foregoing, including all rights in and privileges with respect to form a basis for any such claimcustomer databases; and licenses.

Intellectual Property. Except To the Company’s knowledge, the Company and its Subsidiaries own, or have obtained valid and enforceable licenses for, all patents, trademarks, trademark registrations, service marks, service xxxx registrations, trade names, copyrights, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, and other material intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted (collectively, “Intellectual Property”), and, except as described in the Registration StatementStatement and the Prospectus, the Company is not aware of any claim to the contrary or any challenge by any other person to the rights of the Company and its Subsidiaries with respect to the foregoing. To the Company’s knowledge, the Intellectual Property agreements described in the Registration Statement and the Prospectus are valid, binding upon, and enforceable by or Disclosure Package against the parties thereto in accordance with their terms. The Company and each of its Subsidiaries has complied in all material respects with, and is not in breach nor has received any asserted or as threatened claim of breach of, any Intellectual Property agreement, except for any such breach that would not reasonably be expected tonot, individually singularly or in the aggregate, result in have a Material Adverse Effect, (i) and the Company has no knowledge of any breach or anticipated breach by any other person of any Intellectual Property agreement, except for any such breach that would not, singularly or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, the Company’s and each of its Subsidiaries own Subsidiary’s businesses as now conducted does not infringe or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all conflict with any patents, trademarks, service marks, tradenamestrade names, copyrights, trade secrets secrets, licenses or other proprietary rights (collectivelyintellectual property or franchise right of any person, “Intellectual Property Rights”) necessary except for their respective businesses as now conductedany such infringement or conflict that would not, (ii) singularly or in the aggregate, have a Material Adverse Effect. The Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned has received no written claim alleging the infringement by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedof any patent, (iii) trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company and each of its Subsidiaries has taken reasonable steps to protect, maintain and safeguard its rights in all Intellectual Property, including the knowledge execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s or any of its Subsidiaries’ right to own, there is no infringementuse, misappropriation or other violation hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of its business. The granted and issued Intellectual Property owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has have not been adjudged by a court of competent jurisdiction invalid or unenforceable unenforceable, in whole or in part part, and except as otherwise disclosed in the Registration Statement and the Prospectus, there is no pending or, to the knowledge of the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property RightsProperty. The Company and each Subsidiary is in material compliance with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company or any Subsidiary in the conduct of the Company’s or any Subsidiary’s business. No claims have been asserted or, to the Company’s knowledge, threatened against the Company or any Subsidiary alleging a material violation of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any material violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company or any of its Subsidiaries in the conduct of the Company’s or any of its Subsidiaries’ businesses. The Company and each of Subsidiaries take reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company is unaware not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any facts which other person or entity that are reasonably likely required to form a basis for any such claimbe set forth in the Registration Statement and the Prospectus and are not described therein or attached thereto as an exhibit.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights have the right to use all patents, patent applications, trademarks, service marks, tradenamestrade names, copyrightstrademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property RightsProperty”) necessary for used in the conduct of their respective businesses as now conducted, businesses; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringementthe Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriation misappropriate or other violation of the otherwise violate any Intellectual Property Rights owned by of any person; (iii) the Company or and its subsidiaries have not received any written notice of its Subsidiaries by any third party, claim relating to Intellectual Property; (iv) to the knowledge of the Company, the present business, activities and products Intellectual Property of the Company and its Subsidiaries do subsidiaries is not infringebeing infringed, misappropriate misappropriated or otherwise violate violated by any Intellectual Property Rights of any other person or entity, person; (v) there is no proceeding pending or, the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to the knowledge which any material elements of the Company, threatened in writing, charging Intellectual Property has been licensed to the Company or any of its Subsidiaries with infringementsubsidiaries, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, and all such agreements are in full force and effect; and (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company’s knowledge, threatened in writing, which challenge the rights no employee of the Company or any of its Subsidiaries subsidiaries that is contributing to use the Intellectual Property Rights owned by is in or licensed in the past three years has 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, and (vii) subsidiaries or actions undertaken by the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to employee while employed with the Company and or any of its Subsidiariessubsidiaries; except, has not been adjudged invalid or unenforceable in whole the case of each of (i) through (vi) above, as would not, individually or in part and there is no pending orthe aggregate, reasonably be expected to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form have a basis for any such claimMaterial Adverse Effect.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company All trademarks, trade names and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all inventions, know-how, trade secrets, patents, trademarks, service marks, tradenames, copyrights, trade secrets or confidential information and other proprietary rights intellectual property, (collectively, the “Intellectual Property RightsProperty”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do is currently in compliance with all legal requirements (including timely filings, proofs and payments of fees) and is valid and enforceable, except where the failure to be in compliance or to be valid and enforceable has not infringe, misappropriate or otherwise violate any and could not reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole and except as described on Annex VII to this Agreement. No Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any its Subsidiaries which is necessary for the conduct of Company’s and each of its Subsidiaries Subsidiaries’ respective businesses as currently conducted or as currently proposed to use the Intellectual Property Rights owned by be conducted has been or licensed to the Company is now involved in any cancellation, dispute or its Subsidiarieslitigation, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensedno 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. Except as set forth on Annex VII to this Agreement, the Company has no reason to believe, and has not received any notice (written or otherwise), that the conduct by the Company and the Subsidiaries of their respective businesses infringe or conflict with any such rights of others with respect to any of the foregoing. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) All of the licenses and sublicenses and consent, royalty or other agreements concerning Intellectual Property which are 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 to which the Company or any Subsidiary is a party or by which any of their assets are bound (other than generally commercially available, has not been adjudged invalid 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 unenforceable in whole or in part and there is no pending orits Subsidiaries that are parties thereto and, to the knowledge of the Company, threatened the other parties thereto, enforceable in writing proceeding accordance with their terms, except to the extent that enforcement thereof may be limited by others challenging bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the validity enforcement of creditors’ rights generally, and there exists no event or scope 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. (iii) The Company and its Subsidiaries own or have the valid right to use all of the Intellectual Property Rightsthat 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 is unaware of any facts which are reasonably likely to form a basis for any such claimand its Subsidiaries.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries subsidiaries own or possess, or can promptly acquire on reasonable terms, ownershipadequate, licenses or other legal valid and enforceable rights to use all patents, trademarks, service marks, tradenames, copyrightstrade names, trade secrets dress, domain names, inventions, copyrights and copyrightable works, software, know-how (including trade secrets, data and other unpatented and/or unpatentable systems or procedures), publicity rights, privacy rights, proprietary or confidential information and all other worldwide intellectual property and proprietary rights (collectivelyincluding all registrations and applications for registration of, “Intellectual Property Rights”and all goodwill associated with, any of the foregoing) used in, or necessary for the conduct of their respective businesses as now conductedcurrently conducted and as proposed to be conducted (“Intellectual Property”), (ii) except where not owning, possessing or acquiring any such Intellectual Property, individually or in the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary aggregate, would not reasonably be expected to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened result in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by Material Adverse Effect; and, to the knowledge of the Company, licensedthe conduct of their respective businesses does not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Company and its subsidiaries have not received any notice of any claim of infringement or misappropriation of, or conflict with, any such rights of others or any notice challenging the validity, scope, or enforceability of the Intellectual Property or the Company’s or any of its subsidiaries’ rights therein, except in each case, as would not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, no third party has materially infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries. All Intellectual Property owned by the Company or its subsidiaries is owned solely by the Company or its subsidiaries and is owned free and clear of all liens, encumbrances, defects or other restrictions, except those liens, encumbrances, defects or other restrictions that (i) do not materially interfere with the use made and proposed to be made of such Intellectual Property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company, all Intellectual Property that is licensed to the Company or its subsidiaries is free and clear of all liens and free of any restrictions or defects, except those liens, encumbrances or defects that (1) do not materially interfere with the use made and proposed to be made of such Intellectual Property by the Company or any of its subsidiaries or (2) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company, all Intellectual Property owned by or licensed to the Company and its Subsidiariessubsidiaries is valid and enforceable, except where such invalidity or unenforceability would not reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have complied in all material respects with, and are not in breach nor have received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person of any Intellectual Property license, or any facts that may reasonably result in any claims of any such breach, except in each case, as would not been adjudged invalid reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries is subject to any judgment, order, writ, injunction or unenforceable decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has the Company or any of its subsidiaries entered into or become a party to any agreement made in whole settlement of any pending or threatened litigation, that restricts or impairs its use of any Intellectual Property, other than any such restrictions that could not reasonably be expected to result in part a Material Adverse Effect. The Company and there is no pending orits subsidiaries have taken commercially reasonable actions necessary to maintain and protect all registered Intellectual Property owned by the Company or its subsidiaries, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material trade secrets and confidential information owned, used or held for use by the Company or any of its subsidiaries, and, to the knowledge of the Company, threatened no such trade secrets or confidential information have been disclosed other than to employees, representatives and agents of the Company or any of its subsidiaries, or parties who are bound by written confidentiality agreements. All founders, key employees and other employees, in writing proceeding each case who are currently with the Company or any of its subsidiaries, involved in the development of material Intellectual Property for the Company or any of its subsidiaries have signed confidentiality and invention assignment agreements with the Company. No employee contributing to any material Intellectual Property developed for and intended to be owned by others challenging the validity Company or scope its subsidiaries has failed to assign all of any such employee’s rights, title and interest in such Intellectual Property Rights, and to the Company is unaware or its subsidiaries. No independent contractor contributing to any material Intellectual Property developed for and intended to be owned by the Company or its subsidiaries has failed to assign all of any facts which are reasonably likely such independent contractor’s rights, title and interest in such Intellectual Property to form the Company or its subsidiaries, or, in the alternative, granted to the Company a basis license thereunder as necessary for any such claimthe conduct of the Company’s and its subsidiaries’ business.

Intellectual Property. (a) Except as described in the Registration Statementhas had not, Prospectus or Disclosure Package or as and would not reasonably be expected toto have, individually or in the aggregate, result in a Company Material Adverse Effect, (i) the Company and its Subsidiaries own or possesssubsidiaries own, or can promptly acquire on reasonable terms, ownership, possess necessary or required licenses or other legal necessary or required rights to use in the manner currently used, all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, domain names, service marks, tradenames, copyrightsservice xxxx rights, trade secrets or secrets, applications to register, and registrations for, any of the foregoing know-how and other proprietary rights and information (collectively, the “Intellectual Property Rights”) necessary for their respective businesses used in connection with the business of the Company and its subsidiaries as now conductedcurrently conducted (the “Company Intellectual Property Rights”), and (ii) the foregoing registrations are in effect and subsisting. (b) Except as set forth on Schedule 4.13, and except as has had not, and would not reasonably be expected to have, individually or in the aggregate, a Company believes it Material Adverse Effect, (i) the conduct of the business of the Company and its Subsidiaries have taken all commercially reasonable steps necessary subsidiaries does not infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any other person; (ii) as of the date hereof, neither the Company nor any of its subsidiaries has received in the past three (3) years any written charge, complaint, claim, demand or notice of any claims against the Company or any of its subsidiaries alleging that the conduct of the Company or any of its subsidiaries infringes or violates (or in the past infringed or violated) the rights of others in or to establish any Intellectual Property Rights or constitutes a misappropriation of (or in the past constituted a misappropriation of) any subject matter of any Intellectual Property Rights of any person or entity, that has not been settled or otherwise fully resolved; and preserve their respective ownership of all (iii) to the Company’s knowledge, no person has infringed, misappropriated, or otherwise violated any Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary subsidiaries. (c) Part 1 of Section 4.13 of the Company Disclosure Schedule lists all of the material patents, registered copyrights, registered and material unregistered trademark rights, and patents, copyrights and trademarks for their respective businesses which applications for registration have been filed or owned by the Company or any of its subsidiaries as now conductedof the date hereof, setting forth in each case the jurisdictions in which patents have been issued, patent applications have been filed, copyrights or trademarks have been registered, and copyright or trademark applications have been filed. (iiid) Part 2 of Section 4.13 of the Company Disclosure Schedule lists all material written contracts, agreements and licenses in effect as of the date hereof under which any third party has licensed, granted, or conveyed to the knowledge Company or any of its subsidiaries any right, title or interest in or to any Company Intellectual Property Rights (other than commercial, off-the-shelf software). (e) Part 3 of Section 4.13 of the CompanyCompany Disclosure Schedule lists all material written contracts, there is no infringement, misappropriation or other violation agreements and licenses in effect as of the date hereof under which the Company or any of its subsidiaries has licensed, granted, or conveyed to any third party any right, title, or interest in or to any Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third partysubsidiaries. (f) Except as set forth in Part 4 of Section 4.13 of the Company Disclosure Schedule, and other than commercial, off-the-shelf software, (ivi) to the Company’s knowledge, the Company and its subsidiaries have the right to use all Company Intellectual Property Rights free and clear of all Liens, other than Permitted Liens; (ii) to the Company’s knowledge, no party is challenging the right, title, or interest of the Company and its subsidiaries in, to, or under any Intellectual Property Rights owned by the Company or any of its subsidiaries, nor, to the Company’s knowledge, is there any material basis for any such challenge; and (iii) no Company or subsidiary patents or patent rights have been or are now involved in any interference, reissue, re-examination, or opposition proceeding. (g) The Company and its subsidiaries have taken reasonable security measures to protect in all material respects the know-how and trade secrets owned by the Company or any of its subsidiaries. All current and former officers and employees of, and consultants and independent contractors to, the Company and its subsidiaries who have contributed in a material manner to the creation or development of any Company Intellectual Property Right have executed and delivered to the Company or its subsidiaries an agreement regarding the protection of proprietary information and the assignment or license to the Company or its subsidiaries of any Intellectual Property Rights arising from services performed for the Company or its subsidiaries by such persons. To the knowledge of the Company, no current or former officers and employees of, or consultants or independent contractors to, the present businessCompany or its subsidiaries have breached any material term of any such agreements. (h) Except as set forth in the named agreements listed on Part 5 of Section 4.13 of the Company Disclosure Schedule and except as would not have, activities and products of would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and its Subsidiaries do subsidiaries have not infringe, misappropriate entered into any agreement to indemnify any other person against any claim of infringement or otherwise violate misappropriation of any Intellectual Property Rights of any other person or entity, Rights; and (vii) there is are no proceeding pending orsettlements, covenants not to xxx, consents or judgments by the knowledge Company or its subsidiaries regarding Intellectual Property Rights. (i) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated by this Agreement will contravene, conflict with, or result in any limitation on the Company, threatened in writing, charging the Company ’s or any of its Subsidiaries with infringementsubsidiaries’ right, misappropriation title, or other violation of interest in or to any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.

Intellectual Property. (a) Except as described set forth in Section 3.15(a) of the Registration StatementCompany Letter, Prospectus the Company and its Subsidiaries own or Disclosure Package have a valid right to use all Intellectual Property Rights as are necessary to conduct the business of the Company and its Subsidiaries as currently conducted or planned to be conducted by the Company and its Subsidiaries, taken as a whole, except where the failure to have such Intellectual Property Rights would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse EffectEffect on the Company. To the Knowledge of the Company, (i) neither the Company and nor any of its Subsidiaries own has infringed, misappropriated or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “violated in any material respect any Intellectual Property Rights”) necessary for their respective businesses as now conductedRights of any third party, (ii) except where such infringement, misappropriation or violation would not, individually or in the Company believes it and its Subsidiaries aggregate, have taken all commercially reasonable steps necessary to establish and preserve their respective ownership a Material Adverse Effect on the Company. To the Knowledge of all 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 that is necessary for their respective businesses Subsidiaries, except where such infringement, misappropriation or violation would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) Section 3.15(b) of the Company Letter contains a list as now conductedof 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) Except as set forth in the Company SEC Documents filed prior to the knowledge date of this Agreement or in Section 3.15(c) of the Company Letter, (i) as of the date of this Agreement, to the Knowledge of the Company, there is are no infringementactions, misappropriation suits or other violation of claims or administrative proceedings or investigations pending or threatened that challenge or question the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (viiii) the Intellectual Property Rights owned by andthere are no actions, to the knowledge of the Companysuits or claims, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole administrative proceedings or in part and there is no investigations pending or, to the knowledge Knowledge of the Company, threatened in writing proceeding by others challenging that challenge or question the validity or scope of any such Intellectual Property Rights, and Rights of the Company is unaware or any of any facts which are reasonably likely to form its Subsidiaries and that, if adversely decided, would, individually or in the aggregate, have a basis for any such claimMaterial Adverse Effect on the Company.

Intellectual Property. Consumers and its subsidiaries possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights currently used or necessary for the operation of their business (collectively, the "Consumers Intellectual Property"), except where the failure to possess or have adequate rights to use such properties would not have a Material Adverse Effect. Except as described set forth in Section 2.14 of the Registration StatementDisclosure Schedule, Prospectus all of the Consumers Intellectual Property is owned by Consumers or Disclosure Package one of its subsidiaries, free and clear of any and all liens, claims or as encumbrances, except for those liens, claims and encumbrances that would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or neither Consumers nor any of its Subsidiaries that is necessary for their respective businesses as now conductedsubsidiaries has forfeited or otherwise relinquished any of the Consumers Intellectual Property, (iii) to which forfeiture would have a Material Adverse Effect. To the knowledge of Consumers, the Company, there is no infringement, misappropriation or other violation use of the Consumers Intellectual Property Rights owned by the Company Consumers or its subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill (including, without limitation, any intellectual property right, trademark, trade name, patent, service xxxx, brand xxxx, brand name, computer program, database, industrial design, copyright or any pending application therefor) of any other person, and neither Consumers nor any of its Subsidiaries by subsidiaries has received notice of any third party, (iv) to the knowledge claim or otherwise knows that any of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Consumers Intellectual Property Rights is invalid, conflicts with the asserted rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiariesperson, has not been adjudged invalid used or unenforceable enforced or has failed to be used or enforced in whole a manner that would result in the abandonment, cancellation or unenforceability of any of Consumers Intellectual Property, except for such conflicts, infringements, violations, interferences, claims, invalidity, abandonments, cancellations or unenforceability that would not, individually or in part and there is no pending orthe aggregate, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form have a basis for any such claimMaterial Adverse Effect.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) The Company and each Subsidiary of the Company and its Subsidiaries own or possessis the owner of all, or can promptly acquire on reasonable termshas the license or right to use, ownershipsell and license all of, licenses or other legal rights to use all patentsthe material Copyrights, trademarksPatents, service marksTrade Secrets, tradenamesTrademarks, copyrightsInternet Assets, trade secrets or Software and other proprietary rights (collectively, “"Company Intellectual Property Rights”Property") that are necessary for their respective businesses its business as now conductedpresently conducted or contemplated in its business plan, free and clear of all Liens. (ii) None of the Company believes it Intellectual Property is subject to any outstanding Order, and its Subsidiaries have taken all commercially reasonable steps necessary no action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending or, to establish and preserve their respective the Knowledge of the Company, threatened, which challenges the validity, enforceability, use or ownership of the item. (iii) The Company and each Subsidiary of the Company have substantially performed all obligations imposed upon it under all Intellectual Property Rights owned licenses, sublicenses, distributor agreements and other agreements under which the Company or any of its Subsidiaries is either a licensor, licensee or distributor, and is not, nor to the Knowledge of the Company is any other party thereto, in breach of or default thereunder in any respect, nor is there any event which with notice or lapse of time or both would constitute a default thereunder except as could not be expected to have a material adverse effect on the Condition of the Company. All of the material Intellectual Property licenses are valid, enforceable and in full force and effect in all material respects, and will continue to be so on identical terms immediately following the Closing except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity). (iv) None of the Intellectual Property currently sold or licensed by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to any Person or used by or licensed to the knowledge of the Company, there is no infringement, misappropriation Company by any Person infringes upon or other violation of the otherwise violates in any material respect any Intellectual Property Rights owned by rights of others. (v) No litigation is pending and no Claim has been made against the Company or any of its Subsidiaries by any third partyor, (iv) to the knowledge Knowledge of the Company, is threatened, contesting the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights right of the Company or any of its Subsidiaries to sell or license to any Person or use the Intellectual Property Rights owned by presently sold or licensed to such Person or used by the Company or any of its Subsidiaries, and . (viib) To the Intellectual Property Rights owned by and, to the knowledge Knowledge of the Company, licensed, to no Person is infringing upon or otherwise violating the Intellectual Property rights of the Company and or any of its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.

Intellectual Property. Except Section 2(j) of the Disclosure Schedule lists all Intellectual Property of Seller used in, or necessary for, the conduct of the operations of the Stations, specifying as described in the Registration Statementto each, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, applicable: (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “nature of such Intellectual Property Rights”) necessary for their respective businesses as now conductedProperty, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership owner of all such Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedProperty, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the jurisdictions in which such Intellectual Property Rights owned by the Company is recognized without registration or any of its Subsidiaries by any third partyhas been registered, or registration has been applied for, and (iv) material licenses, sublicenses and other agreements as to which Seller is a party and pursuant to which any person is authorized to use such Intellectual Property. The Seller owns or has the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property necessary for or currently used in the operation of the business of the Seller as presently conducted and as presently proposed to be conducted. Each item of Intellectual Property owned or used by the Seller immediately prior to the knowledge Closing hereunder will be owned or available for use by the Buyer on identical terms and conditions immediately subsequent to the Closing hereunder. Except as set forth in Section 2(j) of the CompanyDisclosure Schedule, the present businessSeller has taken all necessary or desirable action to protect each item of Intellectual Property that it owns or uses. The Seller has not interfered with, activities and products of the Company and its Subsidiaries do not infringeinfringed upon, misappropriate misappropriated, or otherwise violate come into conflict with any Intellectual Property Rights rights of third parties, and the Seller has never received any other person charge, complaint, claim, or entitynotice alleging any such interference, (vinfringement, misappropriation, or violation. Except as set forth in Section 2(j) there is no proceeding pending orof the Disclosure Schedule, to the knowledge Knowledge of the CompanySeller, threatened in writingno third party has interfered with, charging the Company infringed upon, misappropriated, or any of its Subsidiaries otherwise come into conflict with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Seller. No Intellectual Property Rights owned of Seller is subject to any order, judgment or agreement restricting the use thereof by or licensed to Seller in the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge operation of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimStations.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries subsidiaries own or possess, or can promptly acquire on commercially reasonable terms, ownership, licenses or other legal sufficient rights to use all patents, trademarks, service marks, tradenamestrade names, trade dress (including all goodwill associated with the foregoing), domain names, patent rights, copyrights, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other intellectual property or other proprietary rights and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary for their respective businesses as or material to the conduct of the business now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to . To the knowledge of the Company, the present business, activities and products conduct of the business of the Company and its Subsidiaries do subsidiaries has not infringed, misappropriated or otherwise violated the Intellectual Property Rights of others in any material respect, and the conduct of the business of the Company and its subsidiaries as proposed in the General Disclosure Package or the Final Offering Circular to be conducted by them will not infringe, misappropriate or otherwise violate any the Intellectual Property Rights of others in any other person material respect. Except as disclosed in the General Disclosure Package and the Final Offering Circular or entityas would not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect, to the Company’s knowledge, (vi) there are no rights of third parties to any of the Intellectual Property Rights owned or purported to be owned by the Company or its subsidiaries (other than Intellectual Property Rights licensed by the Company to customers or partners in the ordinary course of business); (ii) there is no proceeding pending orinfringement, to misappropriation, breach, default or other violation, or the knowledge occurrence of any event that with notice or the passage of time would constitute any of the Companyforegoing, threatened in writing, charging the Company or by any third party of any of its Subsidiaries with infringement, misappropriation or other violation of any the Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and subsidiaries; (viiiii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending oror threatened action, to suit, proceeding or claim by any third party challenging the knowledge Company’s or any of its subsidiaries’ rights in or to, or alleging the violation of any of the Companyterms of, threatened in writing proceeding by others challenging the validity or scope any of any such their Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by any third party challenging the validity, enforceability or scope of any Intellectual Property Rights of the Company or any of its subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by any third party alleging that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights of any third party and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used or held for use by the Company or any of its subsidiaries in their businesses has been obtained or is being used or held for use 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 any rights of any third party.

Intellectual Property. Except (a) To the knowledge of the Sellers, Schedule 6.07(a) sets forth as described of the date hereof, a true and correct list of all registrations, issuances, filings and applications for all Intellectual Property Rights filed by, or issued or registered to, any Company or any Company Subsidiary and all material license agreements relating to Intellectual Property Rights to which any Company or any Company Subsidiary is a party (other than licenses for “off-the-shelf” or other software widely available on generally standard terms and conditions) (each such license, an “IP License”). (b) To the knowledge of the Sellers, the Companies or the Company Subsidiaries, as applicable, own or possess licenses or other rights to use, all patents, trademarks and service marks (registered or unregistered), trade names (including the Companies’ corporate names and logos), uniform resource locators and Internet domain names, copyright applications and registrations therefor, unregistered copyrights, computer software programs, industrial designs, inventions, invention disclosures, business methods, electronic databases, trade secrets and other intellectual property, whether or not subject to statutory registration or protection, which are material to the conduct of the business of the Companies and the Company Subsidiaries, taken as a whole, as of the date hereof (the “Intellectual Property Rights”). With respect to all IP Licenses, none of any Company, any Company Subsidiary or, to the knowledge of the Sellers, any other party to any such IP License is in breach thereof or default thereunder and there does not exist under any IP License any event which, with the Registration Statementgiving of notice or the lapse of time, Prospectus would constitute such a breach or Disclosure Package default by any Company, any Company Subsidiary or, to the knowledge of the Sellers, any other party thereto, in each case except for such breaches, defaults and events as to which requisite waivers or as consents have been obtained or which would not reasonably be expected tonot, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights reasonably be expected to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) be material to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, Companies and the Company is unaware of any facts which are reasonably likely to form Subsidiaries, taken as a basis for any such claimwhole.

Intellectual Property. Except as described in the Registration Statement, Prospectus (a) Schedule 3.15(a) attached hereto sets forth a complete and accurate listing of all Russian Federation or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, other (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, trade names, service marks, tradenames, marks and copyrights, trade secrets or other proprietary rights (collectivelytogether with all applications and registrations applicable to any of the foregoing of the Company and each Company Subsidiary, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, and (ii) Internet domain names and applications therefor and other filings and formal actions made or taken pursuant to any applicable Law by the Company believes it and each Company Subsidiary to protect or perfect its Subsidiaries have taken all commercially reasonable steps necessary to establish interests therein. (b) The Company or the applicable Company Subsidiary has full and preserve their respective exclusive ownership of and has the exclusive right to use or, for the items so identified in Schedule 3.15(b), the non-exclusive right to use, all Intellectual Property Rights owned by used in the conduct of the businesses of the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge and each of the CompanyCompany Subsidiaries, whether registered or unregistered, free and clear of any payment (other than payments not yet due to maintain the registration thereof) or Lien. To the Knowledge of Seller, there is no infringementclaim or demand of any Person pertaining to, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate Action which is pending or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writingthreatened, which challenge the exclusive rights of the Company or any of its the Company Subsidiaries in respect of any Intellectual Property. No Intellectual Property is subject to any agreement restricting the use thereof or any outstanding order, unit, ruling, decree, award, judgment or stipulation of any Governmental Entity, and none of the Intellectual Property Rights owned by or licensed to infringes the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge intellectual property rights of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending others or, to the knowledge Knowledge of the CompanySeller, threatened in writing proceeding is being infringed by others challenging or is used by others (whether or not such use constitutes infringement). There are no agreements or licenses between the validity Company or scope of any such Company Subsidiary and any other Person which may have been terminated or expired prior to the date hereof and under which the Company or any Company Subsidiary has granted rights or licenses in the Intellectual Property Rightsto such other Persons or granted an option to acquire such rights or licenses, and which rights or licenses or the Company is unaware of any facts which are reasonably likely option to form a basis for any acquire the same survived such claimtermination or expiration.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected toto have, individually or in the aggregate, result in a Company Material Adverse Effect, : (i) the Company and each of its Subsidiaries own or possessowns, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights is licensed to use (in each case, free and clear of any Liens), all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) used in or necessary for their respective businesses the conduct of its business as now currently conducted, ; (ii) neither the Company believes it and nor any of its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all has infringed, misappropriated or otherwise violated the Intellectual Property Rights rights of any Person; (iii) to the Knowledge of the Company, no Person has challenged, infringed, misappropriated or otherwise violated any Intellectual Property right owned by and/or licensed to the Company or its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending claim, action, suit, order or proceeding with respect to any Intellectual Property used by the Company or any of its Subsidiaries or alleging that is necessary the any services provided, processes used or products manufactured, used, imported, offered for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation sale or other violation of the Intellectual Property Rights owned sold by the Company or any of its Subsidiaries by any third partyinfringes, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate misappropriates or otherwise violate violates any Intellectual Property Rights rights of any other person or entity, Person; (v) there is no proceeding pending or, to the knowledge consummation of the Companytransactions contemplated by this Agreement will not alter, threatened in writingencumber, charging the Company impair or any of its Subsidiaries with infringement, misappropriation or other violation of extinguish any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights right of the Company or any of its Subsidiaries or impair the right of Parent to use develop, use, sell, license or dispose of, or to bring any action for the infringement of, any Intellectual Property Rights owned by or licensed to right of the Company or any of its Subsidiaries, ; and (viivi) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part Subsidiaries have implemented reasonable backup and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimdisaster recovery technology consistent with industry practices.

Intellectual Property. Except (a) Subject to Section 3.5(b) and Section 3.5(f), and except as described disclosed in Schedule 3.5(a), Seller owns or has a valid license (pursuant to the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (ilicenses set forth on Schedule 2.2(a)(iii)) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Business Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of including all Intellectual Property Rights set forth on Schedule 2.2(a)(iii)), in each case free and clear of all Liens (other than Permitted Liens and, for Business Intellectual Property licensed to the Seller, those Liens that may be imposed by the terms of the Contracts identified in Schedule 3.5(a) pursuant to which such licenses were granted). All Business Intellectual Property will, immediately subsequent to the Closing, be owned by or licensed to Buyer on substantially the Company same terms on which Seller or any of its Subsidiaries that is necessary for their respective businesses as now conductedSubsidiaries, (iii) immediately prior to the knowledge Closing, owned or licensed such Business Intellectual Property. For the avoidance of the Companydoubt, there is no this Section 3.5(a) does not constitute a representation or warranty of Seller relating to infringement, misappropriation or other violation of the Intellectual Property Rights of any Person. (b) Seller and its Subsidiaries have not infringed, misappropriated or otherwise violated and Seller and its Subsidiaries are not infringing, misappropriating or otherwise violating (including with respect to the discovery, development, clinical testing, manufacture, distribution, advertising, use, Exploitation or sale by Seller of any Product) the rights of any other Person with regard to any Product or Business Intellectual Property; provided, however, that with respect to Third Party patents and trademarks, the foregoing representation and warranty are made only to Seller’s Knowledge. To Seller’s Knowledge, the Business Intellectual Property constitutes all Intellectual Property Rights that Buyer would need to practice in order to Exploit the Products after the Closing in substantially the same manner as Seller and its Subsidiaries have Exploited the Products prior to the Closing. To Seller’s Knowledge, no other Person or Persons has or have infringed, misappropriated or otherwise violated or is or are infringing, misappropriating or otherwise violating the Business Intellectual Property owned by the Company or exclusively licensed to Seller or any of its Subsidiaries by any third party, Subsidiaries. (ivc) to the knowledge of the Company, the present business, activities and products of the Company and No claims against Seller or its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the CompanySeller’s Knowledge, threatened in writingwith regard to (i) the Control or use of any Business Intellectual Property; (ii) any actual or potential infringement, which challenge the rights misappropriation or unauthorized use of the Company Business Intellectual Property; (iii) any actual or potential infringement, misappropriation or unauthorized use of any of its Subsidiaries to use the Third Party’s Intellectual Property Rights with respect to any Business Intellectual Property, the Business, or any Product; or (iv) the validity or enforceability of any Business Intellectual Property. Seller has the right to bring actions for infringement, including all rights to recover damages for past infringement (to the extent permitted by applicable Law), of all Business Intellectual Property owned by or exclusively licensed to Seller or its Subsidiaries. (d) Schedule 2.2(a)(iii) sets forth, as of the date hereof, a complete and accurate list of all patents and applications therefor, registered trademarks and applications therefor, domain name registrations (if any), copyright registrations (if any) and all invention disclosures, that, in each case, are owned by or licensed to Seller or its Subsidiaries and related to the Company Business or any Product. The patent applications listed in Schedule 2.2(a)(iii) that are owned by Seller or its Subsidiaries are (and such applications that are otherwise Controlled by Seller and used in the Business are, to Seller’s Knowledge) pending and have not been abandoned and have been and continue to be timely prosecuted. All patents, registered trademarks and applications therefor owned by Seller or its Subsidiaries that are related to the Business or a Product have been (and all such patents, registered trademarks and applications otherwise licensed to Seller or its Subsidiaries have been, to Seller’s Knowledge) duly registered or filed with or issued by each appropriate Governmental Authority in the jurisdiction indicated in Schedule 2.2(a)(iii), all related necessary affidavits of continuing use have been (or, with respect to licenses, to Seller’s Knowledge have been) timely filed, and all related necessary maintenance fees have been (or, with respect to licenses, to Seller’s Knowledge have been) timely paid to continue all such rights in effect. None of the patents listed in Schedule 2.2(a)(iii) that are owned by Seller or of its Subsidiaries have (and no such patents that are licensed to Seller or its Subsidiaries have, to Seller’s Knowledge) expired, been disclaimed, in whole or in part, been declared invalid, in whole or in part, or held to be unenforceable by any Governmental Authority. None of the trademarks or trademark applications listed in Schedule 2.2(a)(iii) that are owned by Seller or its Subsidiaries are (and no such trademarks or trademark applications that are licensed to Seller or its Subsidiaries are, to Seller’s Knowledge) involved in or the subject of any ongoing oppositions, cancellations or other proceedings. None of the patents or patent applications listed in Schedule 2.2(a)(iii) that are owned by Seller or its Subsidiaries are (and no such patents or patent applications that are licensed to Seller or its Subsidiaries are, to Seller’s Knowledge) involved in or the subject of any material ongoing interferences, oppositions, reissues, reexaminations or other proceedings, including ex parte (other than ex parte proceedings in connection with such patent applications) and post-grant proceedings, in the United States Patent and Trademark Office or in any foreign patent office or similar administrative agency. Each of the patents and patent applications listed in Schedule 2.2(a)(iii) that are owned by Seller or its Subsidiaries properly identifies (and, to Seller’s Knowledge, such patents and applications licensed to Seller or its Subsidiaries properly identify) each and every inventor of the claims thereof as determined in accordance with the Laws of the jurisdiction in which such patent is issued or such patent application is pending. Each inventor named on the patents and patent applications listed in Schedule 2.2(a)(iii) that are owned by Seller or its Subsidiaries has executed (and, to Seller’s Knowledge, such inventors named on such patents and applications that are licensed to Seller or its Subsidiaries and material to the Business or any Product have executed) an agreement assigning his, her or its entire right, title and interest in and to such patent or patent application, and the inventions embodied and claimed therein, to Seller or its Subsidiaries, and as applicable, or in the case of licensed Patents, to the appropriate owners. To Seller’s Knowledge, no such inventor of any patents or patent applications owned by Seller or its Subsidiaries has any contractual or other obligation that would preclude any such assignment or otherwise conflict with the obligations of such inventor to Seller or its Subsidiaries under such agreement with Seller or its Subsidiaries. (viie) the Except as set forth on Schedule 3.5(e), to Seller’s Knowledge, no current or former director, officer, employee, contractor or consultant of Seller or its Subsidiaries owns any rights in or to any Business Intellectual Property, or any other Intellectual Property Rights covering any Product. All current and former directors, officers, employees, contractors and consultants of Seller and its Subsidiaries who contributed to the discovery, creation or development of any Product or Business Intellectual Property did so (i) within the scope of his or her employment such that it constituted a work made for hire and all Business Intellectual Property and any other Product-related Intellectual Property Rights arising therefrom became the exclusive property of Seller or (ii) pursuant to a written agreement assigning all of his or her rights in Business Intellectual Property and any other Product-related Intellectual Property Rights to Seller. No current or former directors, officers, employees, contractors or consultants of Seller or its Subsidiaries has notified Seller or its Subsidiaries of, nor, to Seller’ Knowledge, otherwise made or threatened to make, any claim or challenge against Seller or any Affiliates of Seller in connection with their contribution to the discovery, creation or development of any Business Intellectual Property or any other Intellectual Property Rights covering or pertaining to any Product. (f) Schedule 3.5(f) sets forth a complete and accurate list as of the date hereof of all options, rights, licenses or interests of any kind relating to any Product or Business Intellectual Property (i) granted to Seller or its Subsidiaries by any other Person (other than software licenses for commercially available off the shelf software and except pursuant to employee proprietary inventions agreements (or similar employee agreements)), or (ii) granted by Seller or its Subsidiaries to any other Person (including any obligations of such other Person to make any fixed or contingent payments, including royalty payments). All material obligations for payment of monies due and payable by Seller or its Subsidiaries prior to Closing and other material obligations in connection with such options, rights, licenses or interests that were required to be performed prior to Closing have been satisfied in a timely manner. (g) Seller or its Subsidiaries, as applicable, have used reasonable efforts to make all filings with Governmental Authorities and obtain all grants and registrations as may be reasonably necessary or appropriate to preserve and protect the Business Intellectual Property owned by andSeller or its Subsidiaries. (h) Seller or its Subsidiaries, as applicable, have used reasonable efforts and taken commercially reasonable steps designed to maintain in confidence its trade secrets and other confidential information acquired, conceived, developed, collected, compiled, generated, reduced to practice or otherwise made or used in connection with the knowledge Business or related to any Product, including through the development of a policy for the protection of intellectual property and periodic training for all employees of Seller and its Subsidiaries on the implementation of such policy; requiring all employees of Seller to execute confidentiality agreements with respect to intellectual property developed for or obtained from Seller or its Subsidiaries; and entering into licenses and Contracts that generally require licensees, contractors and other Third Parties with access to any trade secrets or other confidential information to keep such trade secrets or other confidential information confidential. To the Knowledge of the CompanySeller: (i) no Third Parties have materially violated any material term of such licenses or Contracts, licensed, to and (ii) the Company confidentiality of Seller’s and its Subsidiaries, ’ trade secrets and other confidential information pertaining to the Business or any Product has not otherwise been adjudged invalid or unenforceable in whole or in part materially compromised. (i) The execution and there is no pending or, to delivery of this Agreement and the knowledge of the Company, threatened in writing proceeding Related Documents by others challenging the validity or scope of any such Intellectual Property RightsSeller do not, and the Company is unaware consummation of the Contemplated Transactions and compliance by Seller with the provisions of this Agreement and any Related Document will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any facts which are reasonably likely right or obligation or to form the loss of a basis for benefit under, or result in the creation of any Lien in or upon or the transfer of, any Business Intellectual Property that is material to the Business or any Product. (j) Notwithstanding the foregoing, Seller and Buyer hereby acknowledge and agree that Seller makes no representations or warranties with respect to the trademarks set forth on Schedule 3.5(j), and any such claimrepresentations and warranties are hereby disclaimed by Seller.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “All Intellectual Property Rights”) necessary for their respective businesses as now conductedused in the business of the Buyer or any of its Subsidiaries, (ii) covering any aspect of the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership business of all Intellectual Property Rights owned by the Company Buyer or any of its Subsidiaries that or otherwise necessary to the business of the Buyer or any of its Subsidiaries as presently conducted shall hereinafter be referred to as "BUYER INTELLECTUAL PROPERTY." With respect to each item of Buyer Intellectual Property owned by Buyer or any of its Subsidiaries ("OWNED BUYER INTELLECTUAL PROPERTY"): (A) Buyer possesses all right, title and interest in and to the item, free and clear of any lien or other restriction; (B) the item is necessary for their respective businesses as now conductednot subject to any outstanding order, decree, judgment, stipulation, award, decision, injunction or agreement in any manner restricting the transfer, use, enforcement or licensing thereof or otherwise; (iiiC) no Action is pending, asserted or, to the knowledge of Buyer, threatened that challenges the Companylegality, there validity, enforceability, use or ownership of the item; and (D) the item is valid, enforceable and subsisting. (ii) With respect to each item of Buyer Intellectual Property used or enjoyed by Buyer or any of its Subsidiaries pursuant to a license, sublicense, agreement or other permission ("LICENSED BUYER INTELLECTUAL PROPERTY"): (A) the License covering the item is legal, valid, binding, enforceable and in full force and effect in all material respects and is not terminable by anyone other than Buyer or one of its Subsidiaries; (B) none of Buyer, any of Buyer's Subsidiaries or, to the knowledge of Buyer, any other party to the License is in material breach or default thereof. No event has occurred which with notice or lapse of time or both would constitute a material breach or default of the License or which would permit termination or modification of the License or acceleration thereunder; (C) neither Buyer nor any of its Subsidiaries has repudiated any provision of the License and, to the knowledge of Buyer, no other party to the License has repudiated any provision thereof; (D) neither Buyer nor any of its Subsidiaries has received notice that any party to the License intends to cancel, not renew, or terminate the license, sublicense, agreement or permission or to exercise or not exercise an option thereunder; (E) the License will not and may not be terminated or cancelled, and the rights of Buyer or any of its Subsidiaries thereunder will not and may not be diminished or impaired, and the obligations of Buyer and any of its Subsidiaries thereunder will not and may not be increased, as a result of the consummation of the transactions contemplated by this Agreement; (F) the License is not subject to any outstanding order, decree, judgment, stipulation, award, decision, injunction or agreement in any manner restricting the transfer, use, enforcement or licensing thereof or otherwise; and (G) no Action is pending, asserted or, to the knowledge of Buyer, threatened that challenges the legality, validity, enforceability, use or licensing of the License. (iii) Each of Buyer and its Subsidiaries, as applicable, has the full right to possess, make, have made, use, copy, sell, distribute, display, transfer, license and otherwise fully exploit all Owned Buyer Intellectual Property, and has the full right to use and exploit all Licensed Buyer Intellectual Property as used and exploited in the business of each of Buyer and its Subsidiaries, as applicable, as presently conducted. (iv) None of Buyer's or any of its Subsidiaries' rights in or to any of Buyer Intellectual Property shall be adversely affected by Buyer's execution or delivery of this Agreement or by the performance of any of Buyer's obligations hereunder. (v) Neither Buyer nor any of its Subsidiaries (A) has been the subject of any Action, or has received any notice, charge, complaint, claim, demand or threat, that involves a claim of infringement, misappropriation or violation of any Intellectual Property right or other proprietary right of any Person; or (B) has brought any Action against any Person for infringement of any Buyer Intellectual Property or breach of any license, sublicense or agreement involving any Buyer Intellectual Property. No claim of infringement, misappropriation or violation of any Intellectual Property right or other proprietary right of any Person has been asserted or threatened by any Person against any licensee or customer of Buyer or any of its Subsidiaries based on the use of any Buyer Intellectual Property. (vi) Neither Buyer nor any of its Subsidiaries has interfered with, infringed upon, misappropriated or violated any Intellectual Property rights of any Person. No Buyer Intellectual Property, and no permitted use of any Buyer Intellectual Property by any licensee or customer of Buyer or any of its Subsidiaries through license or sale from Buyer or any of its Subsidiaries, as applicable, directly or indirectly, constitutes or has constituted an unauthorized use, inducement to infringe, contributory infringement, misappropriation or other violation of the Intellectual Property Rights owned rights of any Person and no valid grounds exist for any bona fide claims against Buyer or any of its Subsidiaries, customers or licensees with respect to any Intellectual Property. Without limiting the generality of the foregoing, no person ever employed or otherwise engaged by the Company Buyer or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending has asserted or, to the knowledge of the CompanyBuyer, threatened in writingany claim against Buyer or any of its Subsidiaries, charging relating to any Intellectual Property. There has not been, nor is there presently, any unauthorized use, interference, disclosure, infringement, misappropriation or violation of any Buyer Intellectual Property by any Person. (vii) Neither Buyer nor any of its Subsidiaries has entered into any agreement (A) to indemnify any Person against any charge of infringement of any Intellectual Property; or (B) granting any Person the Company right to bring infringement actions with respect to, or otherwise to enforce rights with respect to, any Buyer Intellectual Property. (viii) Buyer has the exclusive right to file, prosecute and maintain all of its and its Subsidiaries' patent applications and other applications to register the Owned Buyer Intellectual Property, and has the exclusive right to maintain its and its Subsidiaries' patents and other registrations and is not aware of any claim by any Person regarding title to same or derivative works of same. (ix) Buyer and its Subsidiaries have taken reasonable and necessary steps to maintain and protect Buyer Intellectual Property and their rights thereunder and thereto, and no rights to any Buyer Intellectual Property have been lost. Buyer and its Subsidiaries, as applicable, have paid all fees, annuities and all other payments which have heretofore become due to any governmental entity with respect to the Owned Buyer Intellectual Property and has taken all steps reasonable and necessary to prosecute and maintain the same. No such obligation on the part of Buyer or any of its Subsidiaries exists with infringement, misappropriation or other violation of respect to any Licensed Buyer Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimProperty.

Intellectual Property. Section 3.13 of the Company Disclosure Schedule sets forth a true and complete list of all registered Intellectual Property and applications therefor, and material unregistered Trademarks, Copyrights that is owned by the Company and each of its Subsidiaries, indicating for each item the record owner, jurisdiction and registration or application number. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected tolikely to have, individually or in the aggregate, result a Material Adverse Effect, the Company and its Subsidiaries own, or are licensed or otherwise possess legally enforceable rights to use, all Intellectual Property used in their respective businesses as currently conducted (the “Company IP”), free and clear of any Liens and the consummation of the transactions contemplated by this Agreement will not alter or impair such rights. Except as would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect, (ia) the Company IP is subsisting, valid and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights enforceable; (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (vb) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding Actions by others any person, or Orders seeking to cancel or limit, or challenging the validity validity, enforceability, ownership or scope use by the Company or its Subsidiaries, of any such (i) trademarks, service marks, trade dress, logos, trade names, Internet domain names or the goodwill associated or symbolized therewith (“Trademarks”); (ii) works of authorship in any media and copyrights (“Copyrights”); (iii) inventions, discoveries, patents, confidential and proprietary information, including trade secrets and know-how or other intellectual property or applications and registrations therefor (collectively, the “Intellectual Property RightsProperty”) used in their respective businesses as currently conducted; and (c) the conduct of the businesses of the Company and its Subsidiaries, and the Company is unaware IP, do not and have not in the past three (3) years infringe(d) upon, misappropriate(d) or otherwise violate(d) any Intellectual Property of any facts which person, and neither the Company nor any of its Subsidiaries has received any written notice from any other person challenging the right of the Company or any of its Subsidiaries to use any of the Intellectual Property used by the Company or any of its Subsidiaries. As of the date hereof, there are reasonably likely to form a no pending Actions by the Company or any of its Subsidiaries alleging that any other person is infringing, misappropriating or otherwise violating the Company IP and the Company knows of no valid basis for any such claimAction, in each case except as would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries take all reasonable actions to protect, police, maintain and preserve the Intellectual Property that is material to its business. The Company’s and its Subsidiaries’ computers, software, firmware, middleware, servers, networks and all other information technology equipment operate and perform in all material respects as required by the Company and its Subsidiaries in connection with their respective businesses as currently conducted and have not materially malfunctioned or caused a material and prolonged business disruption within the past three (3) years. The Company and each of its Subsidiaries have implemented reasonable backup, security and disaster recovery technology policies and procedures.

Intellectual Property. Except (a) Schedule 1.1(i) sets forth, with the title, filing date, issue date, registration or application indicated, as described in the Registration Statementapplicable, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, complete and correct list of (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Acquired Intellectual Property Rights”that is registered or pending registration anywhere in the world, including all: (A) necessary for their respective businesses as now conductedpatents and patent applications, (B) trademark registrations and applications therefor, (C) internet domain names, and (D) copyright registrations and applications therefore; and (ii) all other trade names, brand names and logos not described under clause (i)(B) of this sentence used in the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses EMG Business. (b) Except as now conducted, (iii) to the knowledge of the Companyset forth on Schedule 5.10, there is are no infringementActions instituted, misappropriation commenced or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the CompanySellers' Knowledge, threatened in writing, charging that (i) challenge the Company rights of any Seller regarding the exclusive ownership or scope of any of its Subsidiaries with infringementthe Acquired Intellectual Property or is otherwise adverse to the use, misappropriation registration, right to use, validity or other enforceability of the Acquired Intellectual Property or (ii) asserts that the operation of the EMG Business as conducted by Sellers is or was infringing or otherwise in violation of any Intellectual Property Rights adversely held of any other Person. To Sellers' Knowledge, no Person is infringing or otherwise in violation of any of the Acquired Intellectual Property. (c) Schedule 1.1(i) sets forth each item of Acquired Intellectual Property that any Seller uses pursuant to license, sublicense, agreement, or permission. The Sellers have delivered to the Buyer correct and complete copies of all such licenses, sublicenses, agreements, or permissions, or have described to the Buyer the material terms of any such item that is not written. No breach or default by a third party which has been filed, (vi) no proceedings have been instituted or are pending any Seller or, to Sellers' Knowledge, any other party thereto exists under any such license, sublicense, agreement or permission. (d) The Acquired Intellectual Property represents all material Intellectual Property necessary for the knowledge operation of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned EMG Business as conducted by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimSellers.

Intellectual Property. Except as described in the Registration Statementwould not, Prospectus or Disclosure Package or as would not reasonably be expected to, individually singly or in the aggregate, result in have a Material Adverse EffectEffect on the Company and its subsidiaries taken as a whole, (i) the Company and its Subsidiaries subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights have a valid license to use all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, tradenames, copyrights, marks and trade secrets or names and all other worldwide intellectual property and proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing) (collectively, “Intellectual Property Rights”) used or held for use in any material respect, or reasonably necessary for to the conduct of their respective businesses as now conductedconducted by them, and as proposed to be conducted in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus or the Prospectus; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company and its subsidiaries, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of, or any rights of the Company or any of its Subsidiaries by subsidiaries in, any third partysuch Intellectual Property Rights; (iii) neither the Company nor any of its subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (iv) to the knowledge Company’s knowledge, no Person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned or controlled by the Company or any of its subsidiaries; (v) neither the Company nor any of its subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Person, and the conduct of each of the Company, the present business, activities and products respective businesses of the Company and its Subsidiaries do subsidiaries as described in Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus will not infringe, misappropriate misappropriate, or otherwise violate any Intellectual Property Rights of any other person Person; (vi) all employees or entity, (v) there is no proceeding pending or, to contractors engaged in the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation development of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights on behalf of the Company or any of its Subsidiaries subsidiaries have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to use such Intellectual Property Rights to the Company or its applicable subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (vii) the Company and its subsidiaries use, and have used, commercially reasonable efforts in accordance with customary industry practice to appropriately maintain the confidentiality of all Intellectual Property Rights owned by or licensed them, including maintenance and protection of all information intended to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form be maintained as a basis for any such claimtrade secret.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) No products, services, software, technologies, business processes, conduct or operations of the Company and its or the Subsidiaries own infringe, misappropriate, violate or possess, or can promptly acquire on reasonable terms, ownership, licenses otherwise interfere with the Intellectual Property rights or other legal contractual rights to use all patentsof another, trademarksand neither the Company nor the Subsidiaries are aware that any such right which might be so infringed, service marksmisappropriated, tradenamesviolated or otherwise interfered with has been claimed, copyrights, trade secrets asserted or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, applied by another; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary with respect to establish and preserve their respective ownership each item of all Intellectual Property Rights that is owned by the Company or any a Subsidiary and is material to its operations (“Owned Intellectual Property”), all of which is set forth on Section 3.12 of the Company Disclosure Schedule, the Company or a Subsidiary is the owner of the entire right, title and interest in and to such Owned Intellectual Property and is entitled to all rights of ownership in such Owned Intellectual Property in the continued operation of its Subsidiaries that is necessary for their respective businesses as now conducted, business; (iii) with respect to the knowledge each item of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned that is licensed to or otherwise held or used by the Company or any a Subsidiary and is material to its operations (“Licensed Intellectual Property”), all of which is set forth in Schedule 3.12 of the A-11 Company Disclosure Schedule, the Company or a Subsidiary has the right to use such Licensed Intellectual Property in the continued operation of its Subsidiaries by any third partyrespective business in accordance with the terms of the license agreement governing such Licensed Intellectual Property, other than those that would not be expected to have a Company Material Adverse Effect; (iv) to the knowledge none of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Owned Intellectual Property Rights of any other person is or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there or is no the subject of a pending oror threatened action or proceeding for opposition or cancellation, or any reexamination, opposition or interference proceeding or any form of proceeding for a declaration of invalidity, or other proceeding or action to the knowledge invalidate or limit any of the Company’s or the Subsidiary’s rights in the Owned Intellectual Property, and no such proceeding is being threatened with respect to any of the Owned Intellectual Property and the Owned Intellectual Property is valid and enforceable; (v) to the Company’s knowledge, no Person is engaging in writing proceeding by others challenging any activity that infringes upon the validity Owned Intellectual Property; (vi) each license of the Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (vii) to the Company’s knowledge, no party to any license of the Licensed Intellectual Property is in breach or scope default of any such material provision thereof or thereunder; (viii) the Company has taken all reasonable actions (including executing non-disclosure and intellectual property assignment agreements which are disclosed on Section 3.12 of the Company Disclosure Schedule) to protect, preserve and maintain the Owned Intellectual Property RightsProperty; and (ix) neither the execution of this Agreement nor the consummation of the Transactions shall adversely affect any of the Company’s rights with respect to the Owned Intellectual Property. (b) For purposes of this Agreement, “Intellectual Property” means (i) all inventions (whether patentable and whether or not reduced to practice), all improvements thereto, and the Company is unaware all rights arising under or in connection with United States patents, patent applications and statutory invention registrations, (ii) trademarks, service marks, trade dress, logos, trade names, corporate names, domain names and other source identifiers, and registrations and applications for registration thereof, (iii) copyrightable works, copyrights, moral rights and other rights of any facts which are reasonably likely to form a basis authorship, and registrations and applications for any such claimregistration thereof, (iv) all items of software, source code, object code or other computer program of whatever name and (v) confidential and proprietary information, including trade secrets and know-how.

Intellectual Property. Except as described in the Registration Statement, Prospectus The Company owns or Disclosure Package possess or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal has valid rights to use all patents, patent applications, trademarks, service marks, tradenamestrade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets or other proprietary and similar rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the conduct of the business of the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary subsidiaries as currently carried on and as described in the Registration Statement and the Prospectus, except as would not be reasonably likely to establish and preserve their respective ownership result in a Material Adverse Change. To the knowledge of all Intellectual Property Rights owned the Company, no action or use by the Company or any of its Subsidiaries that is subsidiaries necessary for the conduct of their respective businesses business as now conductedcurrently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. Neither the Company nor any of its subsidiaries have 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 result, individually or in the aggregate, in a Material Adverse Change (iiiA) to the knowledge of the Company, there is no infringement, misappropriation or other violation by third parties of any of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, subsidiaries; (ivB) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and 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 or any of its subsidiaries in writing or to 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 6(bb), reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company or any of its subsidiaries and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company 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 are reasonably likely to would form a reasonable basis for any such claimclaim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), 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 any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, neither the Company nor any of its subsidiaries has received any written notice of such claim and the Company is unaware of any other 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 6(bb), reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company or any of its subsidiaries 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 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 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 any of its subsidiaries which has not been patented has been kept confidential. Neither the Company nor any of its subsidiaries 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 and the Prospectus and are not described therein. The Registration Statement 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 its subsidiaries 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 such subsidiary or, to the Company’s knowledge, any of its or its subsidiaries’ officers, directors or employees, or otherwise in violation of the rights of any persons.

Intellectual Property. Except The Company and the Subsidiaries own, possess, license or have other adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as described in conducted as of the Registration Statementdate hereof, Prospectus except to the extent that the failure to own, possess, license or Disclosure Package or as have other adequate rights to use such Intellectual Property would not reasonably be expected tonot, individually or in the aggregate, have a Material Adverse Effect; there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise conflict with asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, (i) or to the Company’s Knowledge, threatened judicial proceedings or interference proceedings against the Company and or its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) challenging the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company Company’s or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) Subsidiary’s rights in or to or the knowledge validity of the scope of any of the Company’s or any Subsidiary’s patents, there is patent applications or proprietary information; no infringementother entity or individual has any right or claim in any patents, misappropriation patent applications or other violation of the Intellectual Property Rights any patent to be issued therefrom that are owned or purported to be owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights virtue of any contract, license or other person agreement entered into between such entity or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging individual and the Company or any of its Subsidiaries with infringementSubsidiary or by any non-contractual obligation, misappropriation or other violation of any Intellectual Property Rights adversely held than by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of written licenses granted by the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its SubsidiariesSubsidiary, and (vii) the Intellectual Property Rights owned by andexcept as would not, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole individually or in part and the aggregate, have a Material Adverse Effect; there is no pending or, to the knowledge of the Company’s Knowledge, threatened in writing action, suit, proceeding or claim by others challenging the validity Company’s and its Subsidiaries’ rights in or scope of to any such Intellectual Property Rightsowned, and licensed or optioned by the Company is unaware or any Subsidiary which claim, if the subject of any facts which are reasonably likely to form an unfavorable decision would result in a basis for any such claimMaterial Adverse Effect.

Intellectual Property. Except The Company owns all Intellectual Property described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus as being owned by it, holds a valid and effective exclusive license to all Intellectual Property described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus as being exclusively licensed to it, or possesses, or has obtained, or can obtain on commercially reasonable terms, valid and enforceable licenses for, or other rights to use, all Intellectual Property, used in, or necessary for, the conduct of the Company’s business as now conducted and, to the Company’s knowledge, as proposed to be conducted as described in the Registration Statement, Prospectus or the Time of Sale Disclosure Package or as would not reasonably be expected to, individually or in and the aggregate, result in a Material Adverse EffectProspectus. Furthermore, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iiiA) to the knowledge of the Company, there is no infringement, misappropriation misappropriation, dilution or violation by third parties of any such Intellectual Property or other violation of the Intellectual Property Rights owned by or exclusively licensed to the Company or any of its Subsidiaries by any third party, (ivall such Intellectual Property being collectively referred to as the “Company Intellectual Property”); (B) to except as described in the knowledge of the CompanyRegistration Statement, the present businessTime of Sale Disclosure Package and the Prospectus, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened threatened, action, suit, proceeding, investigation or claim by others challenging the Company’s rights in writing, charging or to any Company Intellectual Property or other Intellectual Property licensed to the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any ; (C) the Intellectual Property Rights adversely held owned by a third party which has been filedthe Company, (vi) no proceedings have been instituted or are pending or, and to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable unenforceable, in whole or in part part, and there is no pending or, to the knowledge of the Company, threatened in writing proceeding action, suit, proceeding, investigation or claim by others challenging the validity ownership, validity, enforceability or scope of any such Intellectual Property; (D) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding, investigation or claim by others that the Company (i) has infringed, misappropriated or otherwise violated, (ii) does infringe, misappropriate or otherwise violate any Intellectual Property Rightsor other proprietary rights of others or (iii) would, upon further development or commercialization of any product, product candidate or service described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus as under development or contemplated to be developed, infringe, misappropriate, or otherwise violate the Intellectual Property or other proprietary rights of others, and the Company is unaware has not received any written notice of any facts which are reasonably likely to form a basis for any such claim.; (E) to the Company’s knowledge, there is no patent or patent application that contains claims that cover or overlap (or may cover or overlap) the claims of any patent or patent application owned by the Company that is included in the Company Intellectual Property, or that interferes with the issued or pending claims of any such patent or patent application; (F) there is no specific prior art or specific public or commercial activity of which the Company is aware that reasonably could be expected to render any patent or patent application owned by the Company invalid or that would preclude the issuance of any patent on any patent application included in the Company Intellectual Property, and which has not been disclosed to the U.S. Patent and Trademark Office or the relevant foreign patent authority, as the case may be; (G) to the Company’s knowledge, the issued patents included in such Intellectual Property are valid and enforceable; (H) the manufacture, use and sale of the products or product candidates described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus as under development by the Company fall within the scope of one or more claims of the patents or patent applications included in the Company Intellectual Property to the extent such products or product candidates are specifically described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus as being covered by such claims; (I) the Company has taken reasonable steps necessary to secure the interests of the Company in all of the Intellectual Property purported to be owned by the Company from any employees, consultants, agents or contractors that developed (in whole or in part) such Intellectual Property; (J) there are no outstanding options, licenses or agreements of any kind relating to any Company Intellectual Property of any other person or entity that are required to be described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus that are not so described therein; and (K) except as described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus,

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected toas, individually or in the aggregate, result has not had and would not reasonably be expected to have a Parent Material Adverse Effect, either Parent or a Subsidiary of Parent owns, or is licensed or otherwise possesses adequate rights to use (in the manner and to the extent it has used the same), all Intellectual Property of any kind used in their respective businesses as currently conducted (collectively, the “Parent Intellectual Property”). Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (va) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the CompanyParent, threatened in writing proceeding claims by any Person alleging infringement, misappropriation, dilution, or other violation by Parent or any of its Subsidiaries of the Intellectual Property of any Person; (b) the conduct of the businesses of Parent and its Subsidiaries has not infringed, misappropriated, diluted, or otherwise violated and does not infringe, misappropriate, dilute or otherwise violate, any Intellectual Property of any Person; (c) neither Parent nor any of its Subsidiaries has made any claim of infringement, misappropriation or other violation by others challenging of its rights to or in connection with the validity Parent Intellectual Property; (d) to the knowledge of Parent, no Person is infringing, misappropriating or scope diluting any Parent Intellectual Property; (e) Parent and its Subsidiaries have taken reasonable steps to protect the confidentiality of their trade secrets and the security of their computer systems and networks; and (f) the consummation of the Transactions will not result in the loss of, or give rise to any right of any such third party to terminate, any of Parent’s or any of its Subsidiaries’ rights or obligations under, any agreement under which Parent or any of its Subsidiaries grants to any Person, or any Person grants to Parent or any of its Subsidiaries, a license or right under or with respect to any Parent Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimProperty.

Intellectual Property. Except (a) The Company Disclosure Schedule sets forth a list, as described in of the Registration Statementdate hereof, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company of all registered United States and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “foreign Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights that are owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or together with any other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third partySubsidiaries, (iv) to collectively, the knowledge “Company Intellectual Property”). The conduct of the Company, the present business, activities and products business of the Company and its Subsidiaries do as now being conducted does not infringe, misappropriate violate, dilute or otherwise violate constitute the misappropriation of any Intellectual Property Rights of any other person or entityothers and, to the Knowledge of the Company, (vi) there are no facts indicating a likelihood of the foregoing and (ii) none of the Company Intellectual Property has been or is being infringed, violated, diluted or misappropriated by others. There is no proceeding Litigation or other demand, inquiry, cease and desist notice or other notice of violation pending or, to the knowledge Knowledge of the Company, threatened in writing, charging against the Company or any of its Subsidiaries with infringementSubsidiaries, misappropriation based on any claim or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to allegation that the knowledge of the Company, threatened in writing, which challenge the rights operation of the Company or any of its Subsidiaries infringes, misappropriates, dilutes or otherwise violates any Intellectual Property right of any third party. The Company solely and exclusively owns all right, title and interest, free and clear of all Encumbrances, other than Permitted Encumbrances, in and to the Company Intellectual Property, and all such registrations and, where applicable, applications, are in good standing with, and all applicable fees have been paid to, the Governmental Authority with which they are registered or pending. With respect to any Intellectual Property not constituting Company Intellectual Property but reasonably necessary for the operation of the Company’s and any of its Subsidiaries’ business as currently conducted, the Company has a valid and enforceable license to use such Intellectual Property pursuant to a written license agreement set forth on the Company Disclosure Schedule (other than commercially available, off-the-shelf, click-wrap, shrink-wrap or similar licenses). The Company Intellectual Property, together with the Intellectual Property Rights owned licensed pursuant to a written license agreement set forth on the Company Disclosure Schedule (other than commercially available, off-the-shelf, click-wrap, shrink-wrap or similar licenses), constitute all of the Intellectual Property reasonably necessary to conduct the business of the Company and its Subsidiaries as currently conducted. All of the material Company Intellectual Property is valid and enforceable. For the avoidance of doubt, except for the second sentence of this Section 3.09(a), nothing in this Section 3.09 shall be deemed to be a representation or warranty that the conduct of the Company’s or any of its Subsidiaries’ respective businesses does not infringe, violate, dilute or misappropriate the Intellectual Property of others. (b) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all material license agreements granting any right (whether contingent or otherwise) to use or practice any rights under any Intellectual Property, except for commercially available, off-the-shelf, click-wrap, shrink-wrap or similar licenses and licenses granted in the ordinary course of business (each, an “IP License Agreement”). Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of default under or breach of, any IP License Agreement listed in the Company Disclosure Schedule and, to the Knowledge of the Company, no other party to any such IP License Agreement is in default under or in breach of any such IP License Agreement, and each of the IP License Agreements constitutes a valid and binding obligation of the Company or one of its Subsidiaries, enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The Company has made available to Purchaser prior to the date hereof a true and complete copy, as in effect on the date hereof, of each of the IP License Agreements listed in the Company Disclosure Schedule. Neither the Company nor any of its Subsidiaries has exclusively licensed any Company Intellectual Property to any third party. No government funding, facilities of a university, college, other educational institution or research center, or funding from third parties was used in the creation or development of any Company Intellectual Property. (c) The Company has taken (and caused each of its Subsidiaries to take) all commercially reasonable precautions to protect the confidentiality of its trade secrets and confidential and proprietary information. The Company and each of its Subsidiaries have executed valid written confidentiality and invention assignment contracts with all of its past and present employees, contractors and consultants engaged or retained by the Company or its Subsidiaries since January 1, 2012, and involved in the development or creation of material Intellectual Property, pursuant to which they have assigned to the Company or one of its Subsidiaries, Subsidiaries all their rights in and (vii) the to all Intellectual Property Rights owned by and, they develop and agreed to the knowledge hold all trade secrets and confidential and proprietary information of the Company, licensed, to the Company and its SubsidiariesSubsidiaries in confidence both during and after their engagement. Since January 1, has not been adjudged invalid or unenforceable in whole or in part 2012, and there is no pending or, to the knowledge Knowledge of the Company prior to the date thereof, the Company or one of its Subsidiaries owns all right, title and interest in and to all material Intellectual Property developed or created by any employee, contractor or consultant engaged or retained by the Company, threatened in writing proceeding . Each Company product covered by others challenging the validity or scope a claim of any such patent constituting Company Intellectual Property Rightsis accurately marked with such applicable existing patent(s). (d) Notwithstanding anything in this Agreement to the contrary, this Section 3.09, together with Sections 3.03(b), 3.06, 3.07, 3.10, 3.11, 3.12, and 3.19, contain the sole and exclusive representations and warranties of the Company is unaware of in any facts which are reasonably likely way relating to form a basis for any such claimIntellectual Property matter.

Intellectual Property. Except (a) Section 3.14(a) of the Company Disclosure Letter sets forth, as described of the date of this Agreement, a list of all (i) Patents, (ii) Trademarks, and (iii) Copyrights in each instance, that are owned (or purported to be owned) by or licensed to the Company or its Subsidiary and that are the subject of a registration or a pending application for registration (collectively, “Company Registered Intellectual Property”) indicating, for each such item in (i), (ii), (iii), and (iv), as applicable and as of the date hereof, the name of the current legal and record owner(s), the jurisdiction of application/registration, the application/registration number and the filing/issuance date. (b) All assignments to the Company or its Subsidiary of Patents constituting or purporting to constitute Owned Intellectual Property that are material to the business of the Company and its Subsidiary exist and have been properly executed and recorded. The Company or its Subsidiary, except as disclosed in Section 3.14(b) of the Company Disclosure Letter, (A) owns and possesses all right, title and interest in and to all material Owned Intellectual Property and (B) to the Knowledge of the Company, is the sole and exclusive (as set forth in the Registration Statementapplicable license agreement) licensee of all material Exclusive Intellectual Property, Prospectus in each case free and clear of all Liens (except for Permitted Liens and licenses granted under the IP Contracts); provided, however, that the foregoing shall not be interpreted as a representation of non-infringement of third-party Intellectual Property. None of the Owned Intellectual Property or, to the Knowledge of the Company, Exclusive Intellectual Property is subject to any pending or, to the Knowledge of the Company, threatened claims of joint ownership and all registration, renewal, maintenance and other payments that are or Disclosure Package have become due with respect to each item of Company Registered Intellectual Property have been timely paid as of the date hereof, by or on behalf of the owner of such item. The Owned Intellectual Property and the Exclusive Intellectual Property are each (A) subsisting and, to the Knowledge of the Company, valid and enforceable and (B) not subject to any outstanding order, judgment, or decree. To the Company’s Knowledge, the Company and its subsidiary have complied with the terms of each IP Contract, and all such IP Contracts are in full force and effect. (c) No patent constituting Owned Intellectual Property or, to the Knowledge of the Company, Exclusive Intellectual Property has been or is now involved in any reissue, reexamination, inter partes review, interference, derivation, post-grant review, cancellation, or opposition proceeding. (d) To the Knowledge of the Company, the duty of candor and good faith as required by the United States Patent and Trademark Office during prosecution of the United States patent applications of the Owned Intellectual Property and, to the Knowledge of the Company, the United States patent applications of the Exclusive Intellectual Property has been complied with, and in all foreign offices having similar requirements all such requirements have been complied with. (e) To the Knowledge of the Company, neither the conduct of the Company’s and its Subsidiary’s businesses, nor the use of any Intellectual Property by the Company or its Subsidiary, misappropriates, infringes on, or otherwise violates the Intellectual Property of any Person in any material respect. (i) Since December 31, 2020, neither the Company nor its Subsidiary has received any written notice of any pending claim, order or proceeding with respect to any suspected violation, misappropriation or infringement by the Company of Intellectual Property of any Person and (ii) as of the Agreement Date, there is no Action pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiary or any of their respective Affiliates at Law or in equity by or before any Governmental Body alleging the violation, misappropriation, or infringement of the Intellectual Property of any Person or that any of the Owned Intellectual Property or Exclusive Intellectual Property is invalid or unenforceable, except as has not had or would not reasonably be expected toto have, individually or in the aggregate, result a Company Material Adverse Effect. (f) To the Knowledge of the Company, no Person is misappropriating, infringing or violating, or intending to misappropriate, infringe or violate, any material Owned Intellectual Property or Exclusive Intellectual Property. (g) To the Knowledge of the Company, each current and former employee of the Company or its Subsidiary who works or worked in the Company’s or a Subsidiary’s business and each current and former independent contractor and consultant of the Company or its Subsidiary who provides or provided services to the Company’s or a Subsidiary’s business, in each instance, who was or is involved in the invention, creation, development, design or modification of any Intellectual Property has executed a written agreement assigning to the Company or its Subsidiary all right, title, and interest in and to any inventions and works of authorship, whether or not patentable, invented, created, developed, conceived and/or reduced to practice during the term of such employee’s employment or such independent contractor’s or consultant’s work for the Company or its Subsidiary relating to the Company’s or a Subsidiary’s business or any of the Products being researched, developed, manufactured or sold by the Company or its Subsidiary or that may be used with any such Products, and all Intellectual Property therein or related thereto. (h) The Company has taken commercially reasonable steps to maintain and protect its rights in all proprietary information held by the Company or its Subsidiary as a trade secret to the extent that the Company has determined such proprietary information should be protected as a trade secret. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all material trade secrets or proprietary information included in the Owned Intellectual Property and the Company Exclusive Intellectual Property have been maintained in confidence in accordance with protection procedures that are in accordance with procedures customarily used in the industry to protect rights of like importance and, to the Knowledge of the Company, adequate for protection against unauthorized disclosure or use and to the Knowledge of the Company, there has been no unauthorized disclosure of any such material trade secrets or proprietary information. (i) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company and its Subsidiaries own or possessMaterial Adverse Effect, since December 31, 2020, (i) to the Knowledge of the Company, there has been no material disruption to, or can promptly acquire on reasonable termsmaterial interruption in, ownershipthe conduct of the Company’s business attributable to a breakdown, licenses bug in, security breach of, unauthorized or unlawful access to, or malicious code in, any of the computer systems, servers, network equipment and other legal rights to use all patentscomputer hardware owned, trademarks, service marks, tradenames, copyrights, trade secrets leased or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned licensed by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted(the “Business Systems”), (iiiii) to the knowledge Knowledge of the Company, there is has been no infringementbreach of any Personal Information processed by or on behalf of the Company or any of its Subsidiary that applicable Law requires or required the Company to notify government authorities, misappropriation affected individuals or other violation parties of the Intellectual Property Rights owned by such occurrence and (iii) neither the Company or any of its Subsidiaries by have received any third partywritten notice, (iv) Order, complaint or other correspondence from any Governmental Authority alleging a breach of, or non-compliance with, the Privacy Laws and, to the knowledge Knowledge of the Company, the present businessno circumstances exist which are likely to result in any such notice, activities and products of the Company and its Subsidiaries do not infringeOrder, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation complaint or other violation of any Intellectual Property Rights adversely held by a third party which has been filedcorrespondence being sent, (vi) no proceedings have been instituted served, given or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimmade.

Intellectual Property. Except (a) The Transferred Company and its Subsidiaries own or have the right to use all material Intellectual Property Rights used in or necessary for the conduct of the Business as described currently conducted or planned to be conducted by them (the “Company Intellectual Property Rights”) free and clear of all liens and encumbrances. In addition to, and in no way in limitation of the foregoing, at or prior to Closing, AER or its Subsidiaries shall hold a valid license for, or otherwise have valid right to use, any software used in or necessary for the conduct of the Business as currently conducted. (b) (i) No Company Intellectual Property Right is subject to any outstanding judgment, injunction, Order or agreement materially restricting the use thereof by the Transferred Company or its Subsidiaries or materially restricting the licensing thereof by the Transferred Company or its Subsidiaries to any Person; (ii) to the Knowledge of Seller, neither Transferred Company nor any of its Subsidiaries nor the conduct of the Business has infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person; and (iii) neither the Transferred Company nor any of its Subsidiaries has received any written notice asserting a claim, pending or not, with respect to its use of any Intellectual Property in the Registration Statementconduct of the Business, Prospectus or Disclosure Package or except as, in the case of each clause (i), (ii) and (iii), as would not reasonably be expected to, individually or in the aggregate, result in to have a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) material adverse effect to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Transferred Company or its Subsidiaries, and taken as a whole. (viic) To the Intellectual Property Rights owned by andKnowledge of Seller, to the knowledge as of the Companydate of this Agreement, licensed, to no person is infringing the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.

Intellectual Property. Section 3.18 of the Company Disclosure Letter lists all patents, patent applications, registrations of or applications for trademarks, trade names and service marks, and registered copyrights and applications therefor, if any, owned by the Company or any of its Subsidiaries as of the date of this Agreement, the absence of which would have a Company Material Adverse Effect. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries own or possessowns, or can promptly acquire on reasonable terms, ownership, licenses is licensed or other legal rights otherwise has the right to use (in each case, free and clear of any Liens), all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) used in and necessary for their respective businesses to carry on its business as now presently being conducted, ; (ii) none of the Company believes it and or any of its Subsidiaries have taken all commercially reasonable steps necessary is infringing on or otherwise violating the rights of any Person with regard to establish any Intellectual Property owned by, licensed to or otherwise used by the Company or any of its Subsidiaries, and preserve their respective ownership the Company and each of its Subsidiaries is in compliance with the terms of all material licenses, agreements and contracts pursuant to which the Company or such Subsidiary has the right to use any Intellectual Property Rights owned or developed by any other Person; (iii) there is no suit, claim, action, investigation or proceeding pending or, to the Company’s Knowledge, threatened with respect to, and the Company has not been notified of, any possible infringement by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) on the rights of any Person with regard to the knowledge of the Company, there is no infringement, misappropriation or other violation of the any Intellectual Property Rights owned by, licensed to or otherwise used by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending orand, to the knowledge Company’s Knowledge, no Person is infringing on or otherwise violating any right of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of respect to any Intellectual Property Rights adversely held owned by, licensed to or otherwise used by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries; and (iv) the Company and each of its Subsidiaries has taken commercially reasonable steps to use the protect their Intellectual Property Rights owned and their rights thereunder, and to the Company’s Knowledge no rights to such Intellectual Property have been lost, diluted or otherwise impaired or are in jeopardy of being lost, diluted or otherwise impaired through failure to act by or licensed to the Company or any of its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.

Intellectual Property. Except as described in the Registration Statement, Prospectus (a) The Buyer owns or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other possesses sufficient legal rights to use all patents, trademarks, service marks, tradenamestrade names, copyrights, trade secrets or other secrets, licenses, information, and proprietary rights and processes (collectively, “Buyer Intellectual Property RightsProperty”) necessary for their respective businesses its business as now conductedconducted and as presently proposed to be conducted without any infringement of the rights of others. There are no outstanding options, (ii) licenses, or agreements of any kind relating to the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Buyer’s Intellectual Property Rights owned with the exception of agreements for the sale or license of the Buyer’s products or services in the ordinary course of the Buyer’s business. The Buyer has not received any communications alleging that the Buyer has violated or, by the Company or conducting its business as presently proposed, would violate any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Buyer Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, . (vb) there is no proceeding pending or, to To the knowledge Knowledge of the CompanyBuyer (i) the Buyer has not interfered with, threatened in writinginfringed upon, charging the Company misappropriated, or any of its Subsidiaries otherwise come into conflict with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a rights of third parties in connection with the conduct the business of the Buyer, and there has not been any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that the Buyer must license or refrain from using any Intellectual Property rights of any third party), and (ii) no third party which has been filedinterfered with, (vi) no proceedings have been instituted infringed upon, misappropriated, or are pending or, to the knowledge of the Company, threatened in writing, which challenge the otherwise come into conflict with any Intellectual Property rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed Buyer relating to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge conduct of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge business of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimBuyer.

Intellectual Property. (a) Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected tobe, individually or in the aggregate, result in material to the Company and its Subsidiaries, taken as a Material Adverse Effectwhole, and subject to Section 5.14(b), (i) the Company and its Subsidiaries own or possessown, or can promptly acquire on reasonable terms, ownership, possess necessary licenses or other legal necessary rights to use all patentsin the manner currently used, trademarksfree and clear of any Liens other than Permitted Liens, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by or, licensed to Company and/or its Subsidiaries and used or held for use in the business of the Company and its Subsidiaries as currently conducted (the “Company Intellectual Property Rights”), (ii) neither the Company nor any of its Subsidiaries has received, in the past 18 months, any written threat, claim or demand challenging the validity or enforceability of any of the Company Owned Intellectual Property Rights and (iii) there are no orders, writs, injunctions, or decrees to which the Company or any of its Subsidiaries that is necessary currently subject with respect to any of the Company Owned Intellectual Property Rights. Section 5.14(a) of the Company Disclosure Letter sets forth a complete and accurate (in all material respects) list of the following items of Company Owned Intellectual Property Rights: (i) issued Patents and Patent applications; (ii) registrations and applications for their respective businesses as now conducted, Trademarks and material unregistered Trademarks; (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights registrations and applications for Copyrights and material unregistered Copyrights; and (iv) all domain names owned by the Company and its Subsidiaries and used or any held for use in the operation of the business. The Company or one of its Subsidiaries by any third partyis the sole and exclusive beneficial and, (ivwith respect to applications and registrations, record owner of each item set forth in Section 5.14(a) to the knowledge of the Company Disclosure Letter, and all such Intellectual Property Rights are subsisting, valid, and enforceable. (b) To the Company’s Knowledge, the present business, activities and products conduct of the business of the Company and its Subsidiaries do Subsidiaries, as conducted by the Company since February 1, 2014, does not infringe, infringe upon or misappropriate or otherwise violate any Intellectual Property Rights of any other person Person, except for any such infringement or entitymisappropriation that would not be, (v) there is no proceeding pending orindividually or in the aggregate, material to the knowledge of the CompanyCompany and its Subsidiaries, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by taken as a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights whole. None of the Company or any of its Subsidiaries has received, since February 1, 2014, any written claim or demand alleging any such infringement or misappropriation (including in the form of offers or invitations to use the obtain a license) of Intellectual Property Rights owned by of any other Person, except for any such infringement or licensed to misappropriation that would not be, individually or in the Company or its Subsidiariesaggregate, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, material to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of taken as a whole. (c) To the Company’s Knowledge, threatened in writing proceeding by others challenging the validity no other Person is currently infringing or scope of misappropriating any such Company Owned Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis except for any such claiminfringement or misappropriation that would not have, individually or in the aggregate, a Company Material Adverse Effect, and none of the Company or any of its Subsidiaries has sent any Person, since February 1, 2014, any written claim or demand alleging any infringement or misappropriation of any Company Owned Intellectual Property Rights. (d) To the Company’s Knowledge, no current or former partner, director, stockholder, officer, or employee of the Company or any of its Subsidiaries will, after giving effect to the Transactions, own or retain any proprietary rights in any Company Owned Intellectual Property Rights, except for any such ownership or retention that would not be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (e) All rights to the Software and other Intellectual Property Rights comprising and necessary in all material respects to operate the Company’s Point of Sale System and E-commerce platform (including all components thereof), are Company Intellectual Property Rights and, with respect to such Software and other Intellectual Property Rights, the Company has, in all material respects, (i) access to the source code thereto and (ii) the right to make modifications and derivative works thereof and an exclusive, fully paid, perpetual license to such modifications and derivative works.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse Effect, : (i) the Company and its Subsidiaries subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights have a valid and enforceable written license to use any and all patents, trademarks, service marks, tradenamestrade names, domain names, other source indicators, copyrights, copyrightable works, software, know-how, trade secrets or secrets, systems, procedures, proprietary information, confidential information and any and all other worldwide intellectual property, industrial property and proprietary rights rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property RightsProperty”) ), in each case used in or otherwise necessary for the conduct of their respective businesses as now conductedcurrently conducted and as proposed to be conducted by them as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the “Company Intellectual Property”); (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company Company’s and its Subsidiaries do subsidiaries’ conduct of their respective businesses as currently conducted and as proposed to be conducted by them as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus does not infringe, misappropriate or otherwise violate violate, and has not infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any person; (iii) all Company Intellectual Property is valid and enforceable, and all Company Intellectual Property owned or purported to be owned by the Company or any of its subsidiaries is owned solely and exclusively by the Company or one of its subsidiaries, in each case, free and clear of all liens, encumbrances, defects or other person or entity, restrictions; (iv) neither the Company nor any of its subsidiaries have received any written notice of any claim relating to Intellectual Property; (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held is not being and has not been infringed, misappropriated or otherwise violated by a third party which has been filed, any person; (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company’s knowledge, threatened in writing threatened, action, suit, proceeding or claim by others any third party (A) challenging the validity ownership, validity, enforceability or scope of any such Company Intellectual Property Rightsor (B) alleging that the Company or any of its subsidiaries has infringed, and misappropriated or otherwise violated any Intellectual Property of any third party, and, in each case, the Company is unaware not aware of any facts which are reasonably likely to that would form a the basis for any such action, suit, proceeding or claim; and (vii) the Company and its subsidiaries have taken commercially reasonably steps consistent with prevalent industry practices to (A) secure interests in any Company Intellectual Property developed by their employees, consultants, agents and contractors in the course of their service to the Company or any of its subsidiaries, including the execution of valid assignment agreements for the benefit of the Company and/or its subsidiaries by such employees, consultants, agents and contractors under which they have assigned to the Company or one of its subsidiaries all of their right, title and interest in and to any Company Intellectual Property and (B) maintain the confidentiality of all Company Intellectual Property the value of which to the Company or any of its subsidiaries is contingent upon maintaining the confidentiality thereof, including any trade secrets and confidential information owned, used or held for use by the Company or any of its subsidiaries.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (ia) Each of the Company and its Subsidiaries own owns or possess, or can promptly acquire on reasonable terms, ownership, licenses has a license or other legal rights right to use all patentsintellectual property used in and material to the conduct of its business, including, without limitation, all patents and patent applications, trademarks, trademark registrations and applications, copyrights and copyright registrations and applications, service marksmarks and service names, tradenamescomputer software, copyrightstechnology rights and licenses, know-how, trade secrets or other secrets, proprietary rights processes and formulae, franchises and inventions (collectively, “the "Intellectual Property"), free and clear of all Liens. (b) Section 3.17(b) of the Company Disclosure Schedule sets forth a list of all license agreements (other than license agreements for non-customized third-party software) under which the Company or any of its Subsidiaries has granted or received the right to use any Intellectual Property, and neither the Company nor any of its Subsidiaries is in default under any such license. (c) Except as disclosed in the Company SEC Documents or in Section 3.17(c) of the Company Disclosure Schedule, no Person has a right to receive a royalty or similar payment in respect of any item of Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary pursuant to establish and preserve their respective ownership of all Intellectual Property Rights owned any contractual arrangements entered into by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to or otherwise. To the knowledge of the Company, there is no infringementformer or present employees, misappropriation officers or other violation directors of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by Subsidiary hold any third partyright, (iv) title or interest, directly or indirectly, in whole or in part, in or to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person Property. (d) There are no claims or entity, (v) there is no proceeding suits pending or, to the knowledge of the Company, threatened in writing, charging (i) alleging that the Company conduct of the Company's or any of its Subsidiaries with infringement, misappropriation Subsidiary's business infringes upon or other violation constitutes the unauthorized use of the proprietary rights of any Intellectual Property Rights adversely held by a third party which has been filedor (ii) challenging the ownership, (vi) no proceedings have been instituted use, validity or are pending or, to enforceability of the Intellectual Property. To the knowledge of the Company, threatened in writing, which challenge the rights no Intellectual Property of the Company or any Subsidiary is being violated or infringed upon by any third party. There are no settlements, consents, judgments, orders or other agreements which restrict the Company's or any of its Subsidiaries Subsidiary's rights to use any Intellectual Property. (e) Except as set forth in the Intellectual Property Rights owned by Company SEC Documents or licensed in Section 3.17(e) of the Company Disclosure Schedule, the Company has made no binding commitments to make any material expenditure in relation to the hardware or software or communications systems used or planned to be used in connection with the Company's business. All material computer equipment and systems used by any of the Company or and its Subsidiaries, and (vii) the Intellectual Property Rights owned by Subsidiaries and, to the knowledge of the Company, licensed, to any major supplier of the Company or its Subsidiaries recognize the advent of the year 2000 and its Subsidiariescan correctly recognize and manipulate date information relating to dates on or after January 1, 2000, and the operation and functionality of such computer systems has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to adversely affected by the knowledge advent of the Companyyear 2000 or any manipulation of data featuring date information relating to dates before, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.on

Intellectual Property. Except (a) Each Group Member owns, has the right to use, or is licensed to use, all Intellectual Property material to the conduct of its business as described in currently conducted and, according to current contemplation, as will be conducted after giving effect to the Registration Statementtransactions contemplated hereby. (b) All registered and applied for Intellectual Property material to the conduct of any Group Member’s business as currently conducted and, Prospectus or Disclosure Package or according to current contemplation, as would not reasonably will be expected toconducted after giving effect to the transactions contemplated hereby, individually or in the aggregate, result in a Material Adverse Effect, and (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conductedowned by a Group Member or, (ii) to the Company believes it Borrower’s knowledge, recorded or co-owned by Fremantle (and its Subsidiaries have taken all commercially reasonable steps necessary relating to establish the business of any Group Member) is valid, subsisting and preserve their respective ownership of enforceable and has not been abandoned, and all Intellectual Property Rights material to the conduct of any Group Member’s business as presently conducted is free from all encumbrances, except for Liens expressly permitted under Section 7.3. (c) The rights of each Group Member in or to the material Intellectual Property owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedor, (iii) to the knowledge of the CompanyBorrower’s knowledge, there is no infringementlicensed to such Group Member, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the CompanyBorrower, threatened recorded or co-owned by Fremantle (and relating to the business of any Group Member), do not infringe upon, misappropriate, or otherwise violate the rights of any other Person, and no claim has been asserted in writingwriting that the use of such Intellectual Property does or may infringe upon, charging misappropriate or otherwise violate the Company or rights of any of its Subsidiaries with other Person, in either case, which infringement, misappropriation or other violation could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, there is currently no infringement, misappropriation or unauthorized use of any item of material Intellectual Property Rights adversely held owned by or licensed to any Group Member or, to the Borrower’s knowledge, recorded or co-owned by Fremantle (and relating to the business of any Group Member) that, either individually or in the aggregate, could reasonably be expected to have a third party which has been filedMaterial Adverse Effect. (d) No action, (vi) no proceedings have been instituted hearing or are pending proceeding is pending, or, to the knowledge of the CompanyBorrower, threatened threatened, on the date hereof, nor has there been any holding, decision or judgment rendered by any Governmental Authority in writingthe last twenty-four months seeking to limit, which challenge cancel or invalidate any Intellectual Property material to the rights conduct of the Company business of any Group Member as currently conducted or, according to current contemplation, as will be conducted after giving effect to the transactions contemplated hereby, which, in any such case, if adversely determined, would have a Material Adverse Effect. (e) To the knowledge of the Borrower, each Group Member has made, where possible, all filings and recordations necessary to adequately effect, reflect and protect its ownership interest in or exclusive licenses to its material United States Trademarks and Copyrights and material non-United States Trademarks and Copyrights owned by such Group Member including, without limitation, recordation of its interests in the material Trademarks owned by such Group Member with the United States Patent and Trademark Office and in corresponding national and international patent and/or trademark offices, and recordation of any of its Subsidiaries interests in the material Copyrights owned by or exclusively licensed to such Group Member with the United States Copyright Office and in international copyright offices. (f) Each Group Member has performed all acts, including any transfers or assignments, necessary to ensure that all rights of publicity to use the name and likeness of Xxxxx Xxxxxxx are owned and controlled by Borrower. (g) In the last 12 months, no Group Member has given or received written notice purporting to avoid, repudiate, rescind or terminate any agreement that authorizes the use of any material Intellectual Property Rights owned by or that is licensed to the Company or its Subsidiariesany Group Member by a third party, and (vii) the Intellectual Property Rights owned by and, to the knowledge of each Group Member the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope terms of any such agreement authorizing the use of any material Intellectual Property Rights, and the Company to which a Group Member is unaware of any facts which are reasonably likely to form a basis for any such claimparty have been complied with by all parties in all material respects.