Common use of Ownership and Protection of Proprietary Rights Clause in Contracts

Ownership and Protection of Proprietary Rights. A Seller Party or one of the Affiniti Companies owns the Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Seller Party or one of the Affiniti Companies owns or has a valid right to use each of the Proprietary Rights, and the Proprietary Rights will not cease to be valid rights of such Seller Party or Affiniti Company by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including the transfer of such Proprietary Rights to Buyer or one or more of its Affiliates pursuant to the terms hereof). All of the Patents, registered Copyrights and Domain Names owned by the Seller Parties and the Affiniti Companies and all of the Patents, registered Copyrights and Domain Names used in and material to the Business have been duly filed or registered (as applicable) with the applicable governmental entities or authorities, and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictions, and have not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, with respect to both “BIOMOL” and “QUANTIZYME”, and (ii) the Japan Patent Office, with respect to “BIOMOL”. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) years. None of the Seller Parties or the Affiniti Companies has received any notice of invalidity or infringement of any rights of others with respect to the Trademarks, that are presently outstanding except as may be disclosed in Schedule 4.17(d). The Seller Parties and the Affiniti Companies have taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other Person. Seller has no Knowledge of any infringement of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than as may be disclosed in Schedule 4.17(d), no other Person (i) has notified any Seller Party or either of the Affiniti Companies that it is claiming any ownership of or right to use such Proprietary Rights or (ii) to Seller’s Knowledge, is infringing upon any such Proprietary Rights in any way. The use of the Proprietary Rights by the Seller Parties and the Affiniti Companies does not and will not infringe upon or otherwise violate or materially conflict with the valid rights of any third party in or to such Proprietary Rights. No Action has been instituted against or notices received by any of the Seller Parties or the Affiniti Companies that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that the use of the Proprietary Rights by any Seller Party or the Affiniti Companies infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d), no Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges a Seller Party’s or Affiniti Company’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability of such Proprietary Rights or that could adversely affect such Seller Party’s or Affiniti Company’s ownership or right to use such Proprietary Rights that are presently outstanding, and Seller has no Knowledge of any facts which could be expected to give rise to any such challenge, proceeding, claim or demand. There are not, and, to Seller’s Knowledge, it is reasonably expected that after the Closing there will not be, any restrictions on Buyer’s and its Affiliates’ rights to sell products manufactured by or on behalf of Buyer or any of its Affiliates (including for this purpose the Affiniti Companies) using the Proprietary Rights in connection with the Business. Except as may be disclosed in Schedule 4.17(d), none of the Seller Parties or the Affiniti Companies jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Person.

Ownership and Protection of Proprietary Rights. A Seller Party or one of owns and has the Affiniti Companies owns the Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Seller Party or one of the Affiniti Companies owns or has a valid sole right to use each of the Proprietary Rights. Except as set forth in the Disclosure Schedule and except for applications pending, and the Proprietary Rights will not cease to be valid rights of such Seller Party or Affiniti Company by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including the transfer of such Proprietary Rights to Buyer or one or more of its Affiliates pursuant to the terms hereof). All of the Patents, registered Copyrights and Domain Names owned by the Seller Parties and the Affiniti Companies and all of the Patents, registered Copyrights and Domain Names used trademarks listed in and material to the Business Disclosure Schedule have been duly filed or registered (issued and except as applicable) with set forth in the applicable governmental entities or authoritiesDisclosure Schedule, and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictionsother Proprietary Rights exist, are registered and have not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, with respect to both “BIOMOL” and “QUANTIZYME”, and (ii) the Japan Patent Office, with respect to “BIOMOL”. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) yearsare subsisting. None of the Proprietary Rights is involved in any pending or threatened litigation. Seller Parties or the Affiniti Companies has not received any notice of invalidity or infringement of any rights of others with respect to the Trademarks, that are presently outstanding except as may be disclosed in Schedule 4.17(d)such trademarks. The Seller Parties and the Affiniti Companies have has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other Personfirm, corporation, association or person. Seller has no Knowledge To the best of any infringement of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than as may be disclosed in Schedule 4.17(d)'s knowledge, no other Person firm, corporation, association or person (i) has the right to use any such trademarks on the goods on which they are now being used in Seller's market area either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such firm, corporation, association or person, to cause confusion with the trademarks or to cause a mistake or to deceive, (ii) has notified any Seller Party or either of the Affiniti Companies Shareholder that it is claiming any ownership of or right to use such Proprietary Rights Rights, or (iiiii) to Seller’s Knowledge, is infringing upon any such Proprietary Rights in any way. The To the best of Seller's knowledge, Seller's use of the Proprietary Rights by the Seller Parties and the Affiniti Companies does is not and will not infringe infringing upon or otherwise violate or materially conflict with violating the valid rights of any third party in or to such Proprietary Rights. No Action has , and no proceedings have been instituted against or notices received by any of the Seller Parties or the Affiniti Companies Shareholder that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that the Seller's use of the Proprietary Rights by any Seller Party or the Affiniti Companies infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d)To the best of Seller's knowledge, no Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges a Seller Party’s or Affiniti Company’s ownership interest in, to or under or right to use all of the Proprietary RightsRights are valid and enforceable rights of Seller in Seller's market area and will not cease to be valid and in full force and effect by reason of the execution, delivery and performance of this Agreement or the validity or enforceability consummation of such Proprietary Rights or that could adversely affect such Seller Party’s or Affiniti Company’s ownership or right to use such Proprietary Rights that are presently outstandingthe transactions contemplated by this Agreement. To the best of Seller's knowledge, and Seller has no Knowledge of any facts which could be expected to give rise to any such challenge, proceeding, claim or demand. There there are not, and, to Seller’s Knowledge, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller's, or Buyer’s and its Affiliates’ rights 's, as the case may be, right to sell products manufactured by Seller or on behalf of Buyer or any of its Affiliates (including for this purpose Buyer, as the Affiniti Companies) using the Proprietary Rights case may be, in connection with the Business. Except as may be disclosed in Schedule 4.17(d), none of the Seller Parties or the Affiniti Companies jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Person.

Ownership and Protection of Proprietary Rights. A Seller Party or one of the Affiniti Companies owns the Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Seller Party or one of the Affiniti Companies owns or has a valid right to use each of the Proprietary Rights, and the Proprietary Rights will are transferable and shall not cease to be valid rights of such Seller Party or Affiniti Company by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including the transfer of such unless so stated in Schedule 4.18. The Proprietary Rights to Buyer or one or more are sufficient for the conduct of its Affiliates pursuant to the terms hereof)Business as currently conducted. All of the Patents, registered Copyrights and Domain Names owned by the Seller Parties and the Affiniti Companies and all of the Patents, registered Copyrights and Domain Names used in and material to the Business pending Patent applications have been duly filed or filed, all necessary Patent, registered (as applicable) with the applicable governmental entities or authoritiesTrademark and Domain Name registration, maintenance and renewal fees currently due have been paid, and maintainedunless stated in Schedule 4.18, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements no acts are required to be taken within 90 days of the appropriate jurisdictions, and have not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, date hereof with respect to both “BIOMOL” and “QUANTIZYME”any Proprietary Rights in order to avoid prejudice to, and (ii) the Japan Patent Officeor impairment of, with respect to “BIOMOL”such rights. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) years. None of the Seller Parties or the Affiniti Companies has not received any notice of invalidity or infringement of any rights of others with respect to the Trademarks, that are presently outstanding except as may be disclosed in Schedule 4.17(d). The Seller Parties and the Affiniti Companies have has taken all commercially reasonable and prudent steps to protect the Proprietary Rights from infringement or misappropriation by any other Personperson. Seller has no Knowledge of any infringement of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than Except as may be disclosed in set forth on Schedule 4.17(d)4.18, no other Person person (i) to the Seller’s knowledge, has the right to use any of Seller’s Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified any Seller Party or either of the Affiniti Companies that it is claiming any ownership of or right to use such Proprietary Rights Rights, or (iiiii) to the Seller’s Knowledgeknowledge, is infringing upon any such Proprietary Rights in any way. The Except as set forth on Schedule 4.18, to Seller’s knowledge, Seller’s use of the Proprietary Rights by the Seller Parties and the Affiniti Companies does not and will not conflict with, infringe upon or otherwise violate or materially conflict with misappropriate the valid rights of any third party in or to such Proprietary Rights. No , and no Action has been instituted against (or to the knowledge of Seller, threatened) or notices received by any of the Seller Parties or the Affiniti Companies that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that the Seller’s use of the Proprietary Rights by any Seller Party or the Affiniti Companies infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d), no Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges a Seller Party’s or Affiniti Company’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability of such Proprietary Rights or that could adversely affect such Seller Party’s or Affiniti Company’s ownership or right to use such Proprietary Rights that are presently outstanding, and Seller has no Knowledge knowledge of any facts which could be expected to would give rise to any such challengea claim. Other than as otherwise provided by law, proceeding, claim or demand. There there are not, and, to Seller’s Knowledge, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s, or Buyer’s and its Affiliates’ rights ’s, as the case may be, right to make, use or sell products manufactured by Seller or on behalf of Buyer or any of its Affiliates (including for this purpose Buyer, as the Affiniti Companies) using the Proprietary Rights case may be, in connection with the Business. Except as may be disclosed in Schedule 4.17(d), none of the Seller Parties or the Affiniti Companies jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Person.

Ownership and Protection of Proprietary Rights. A Seller Party or one of owns and has the Affiniti Companies owns the Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Seller Party or one of the Affiniti Companies owns or has a valid sole right to use each of the Proprietary Rights, and the Proprietary Rights will not cease to be valid rights of such Seller Party or Affiniti Company by reason . Except as set forth on Section 4.17 of the executionDisclosure Schedule and except for applications pending, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including the transfer of such Proprietary Rights to Buyer or one or more of its Affiliates pursuant to the terms hereof). All of the Patents, registered Copyrights and Domain Names owned by the Seller Parties and the Affiniti Companies and all of the Patentstrademarks listed on Section 4.17 of the Disclosure Schedule (collectively, registered Copyrights and Domain Names used in and material to the Business “Trademarks”) have been duly filed or registered (issued and, except as applicable) with the applicable governmental entities or authorities, and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements set forth on Section 4.17 of the appropriate jurisdictionsDisclosure Schedule, all of the other Proprietary Rights exist, are registered and have not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, with respect to both “BIOMOL” and “QUANTIZYME”, and (ii) the Japan Patent Office, with respect to “BIOMOL”. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) yearsare subsisting. None of the Proprietary Rights is involved in any pending or, to Seller’s knowledge, threatened litigation. Seller Parties or the Affiniti Companies has not received any notice of invalidity or infringement of any rights of others with respect to the such Trademarks, that are presently outstanding except as may be disclosed in Schedule 4.17(d). The Seller Parties and the Affiniti Companies have has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other Personfirm, corporation, association or person. Seller has no Knowledge of any infringement of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to To Seller. Other than as may be disclosed in Schedule 4.17(d)’s knowledge, no other Person firm, corporation, association or person (i) has the right to use any such Trademarks on the goods on which they are now being used in the market for communications devices, namely pagers and transmitters (“Seller’s Market Area”) either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such firm, corporation, association or person, to cause confusion with the Trademarks or to cause a mistake or to deceive, (ii) has notified any Seller Party or either of the Affiniti Companies Shareholder that it is claiming any ownership of or right to use such Proprietary Rights or (iiiii) to Seller’s Knowledge, is infringing upon any such Proprietary Rights in any way. The To Seller’s knowledge, Seller’s use of the Proprietary Rights by the Seller Parties and the Affiniti Companies does is not and will not infringe infringing upon or otherwise violate or materially conflict with violating the valid rights of any third party in or to such Proprietary Rights. No Action has , and no proceedings have been instituted against or notices received by any of the Seller Parties or the Affiniti Companies Shareholder that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that the Seller’s use of the Proprietary Rights by any Seller Party or the Affiniti Companies infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d), no Person has challenged or, to To Seller’s Knowledgeknowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges a Seller Party’s or Affiniti Company’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability all of such Proprietary Rights or that could adversely affect such Seller Party’s or Affiniti Company’s ownership or right to use such Proprietary Rights that are presently outstanding, and Seller has no Knowledge of any facts which could be expected to give rise to any such challenge, proceeding, claim or demand. There are not, and, to Seller’s Knowledge, it is reasonably expected that after the Closing there will not be, any restrictions on Buyer’s and its Affiliates’ rights to sell products manufactured by or on behalf of Buyer or any of its Affiliates (including for this purpose the Affiniti Companies) using the Proprietary Rights are valid and enforceable rights of Seller in connection with the Business. Except as may Seller’s Market Area and will not cease to be disclosed valid and in Schedule 4.17(d), none full force and effect by reason of the Seller Parties execution, delivery and performance of this Agreement or the Affiniti Companies jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Personconsummation of the transactions contemplated by this Agreement.

Ownership and Protection of Proprietary Rights. A Except as set forth on Schedule 4.16, Seller Party or one of owns and has the Affiniti Companies owns the Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Seller Party or one of the Affiniti Companies owns or has a valid sole right to use each of the Registered or Pending Proprietary Rights. Except for applications pending, and the Proprietary Rights will not cease to be valid rights of such Seller Party or Affiniti Company by reason all of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including the transfer of such Proprietary Rights to Buyer or one or more of its Affiliates pursuant to the terms hereof). All of the Patentspatents, registered Copyrights designs and Domain Names owned by trademarks listed in the Seller Parties and the Affiniti Companies Disclosure Schedule have been duly issued and all of the Patentsother Registered or Pending Proprietary Rights exist, are registered Copyrights and Domain Names used are subsisting. There are no adverse third party actions or claims pending against Seller or any Affiliate thereof, in and material to the Business have been duly filed any court or registered (as applicable) with the applicable governmental entities by or authoritiesbefore any government body or agency, and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictions, and have not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, any written adverse third party allegations with respect to both “BIOMOL” any Proprietary Right and “QUANTIZYME”, and (ii) the Japan Patent Office, with respect to “BIOMOL”. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) years. None none of the Proprietary Rights is involved in any other pending or threatened litigation. Seller Parties or the Affiniti Companies has received any notice of invalidity or infringement of any rights of others with respect to the Trademarks, that are presently outstanding except as may be disclosed in Schedule 4.17(d). The Seller Parties and the Affiniti Companies have taken all reasonable and prudent steps to protect the Registered or Pending Proprietary Rights from infringement by any other Personfirm, corporation, association or person. Seller has no Knowledge of any infringement of any Proprietary Rights owned No other firm, corporation, association or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than as may be disclosed in Schedule 4.17(d), no other Person person (i) has notified any Seller Party or either of the Affiniti Companies that it is claiming any ownership of or right to use such Proprietary Rights or (ii) to the best of Seller’s 's Knowledge, is infringing upon any such Proprietary Rights in any way. The To the best of Seller's Knowledge, Seller's use of the Proprietary Rights by the Seller Parties and the Affiniti Companies does is not and will not infringe infringing upon or otherwise violate or materially conflict with violating the valid rights of any third party in or to such Proprietary Rights. No Action has party, and no proceedings have been instituted against or notices received by any of the Seller Parties or the Affiniti Companies that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that the Seller's use of the Proprietary Rights by any Seller Party or the Affiniti Companies infringes upon or otherwise violates any rights of a third party in party. All of the Registered or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d), no Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges a Seller Party’s or Affiniti Company’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability of such Pending Proprietary Rights are valid and enforceable rights of Seller and will not cease to be valid and in full force and effect by reason of the execution, delivery and performance of this Agreement or that could adversely affect such Seller Party’s or Affiniti Company’s ownership or right to use such Proprietary Rights that are presently outstanding, and the consummation of the transactions contemplated by this Agreement. Seller has no Knowledge disclosed to Buyer any and all material information of any facts which could be expected to give rise to any such challenge, proceeding, claim or demand. There are not, and, to Seller’s Knowledge, it is reasonably expected that after the Closing there will not be, aware concerning any potential restrictions on Buyer’s and its Affiliates’ rights 's right to sell products manufactured and marketed by or on behalf of Buyer or any of its Affiliates (including for this purpose the Affiniti Companies) using the Proprietary Rights in connection with the Business. Except as may be disclosed in Schedule 4.17(d), none of the Seller Parties or the Affiniti Companies jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Person.

Ownership and Protection of Proprietary Rights. A Seller Party or one is the owner of the Affiniti Companies owns the registered Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Except as set forth on Schedule 4.17(d), Seller Party owns the entire right, title and interest in or one of the Affiniti Companies owns or has a valid right to use each of the Proprietary Rights. To Seller’s Knowledge no other party owns or claims any joint ownership interest in, and the to or under any Proprietary Rights. The Proprietary Rights will not cease to be valid rights of such Seller Party or Affiniti Company by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including 29 the transfer of such Proprietary Rights to Buyer or one or more of its Affiliates pursuant to the terms hereof). All of the Patents, registered Copyrights Copyrights, registered Trademarks and Domain Names owned by the and/or licensed to Seller Parties and the Affiniti Companies and all of the Patents, registered Copyrights Copyrights, registered Trademarks and Domain Names used in and material to the Business have been duly filed or registered (as applicable) with the applicable governmental entities or authorities, and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictions, and have not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, with respect to both “BIOMOL” and “QUANTIZYME”, and (ii) the Japan Patent Office, with respect to “BIOMOL”. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) years. None of the Seller Parties or the Affiniti Companies has not received any notice of invalidity that any Proprietary Rights are invalid or infringement of are infringing on any rights of others with respect to the Trademarksothers, that are presently outstanding except as may be disclosed in Schedule 4.17(d). The Seller Parties and the Affiniti Companies have has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other Person. Seller has no Knowledge of any infringement by any third party of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than as may be disclosed in Schedule 4.17(d), no other Person (i) has notified any Seller Party or either of the Affiniti Companies that it is claiming any ownership of or right to use such Proprietary Rights or (ii) to Seller’s Knowledge, is infringing upon any such Proprietary Rights in any way. The use of the Proprietary Rights by the Seller Parties and the Affiniti Companies does not and will not infringe upon or otherwise violate or materially conflict with the valid rights of any third party in or to such Proprietary Rights. No Action has been instituted against or notices received by any of the Seller Parties or the Affiniti Companies that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that the use of the Proprietary Rights by any Seller Party or the Affiniti Companies infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d), There is no Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any written claim or demand been made delivered to Seller, that challenges a Seller Party’s or Affiniti CompanySeller’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability of such Proprietary Rights or that could would reasonably be likely to adversely affect such Seller Party’s or Affiniti CompanySeller’s ownership or right to use such Proprietary Rights that and to Seller’s Knowledge there are presently outstanding, and Seller has no Knowledge of any facts which could would reasonably be expected to give rise to any such challenge, proceeding, claim or demand. There are not, and, to Seller’s Knowledge, it is reasonably expected that after the Closing there will not be, any restrictions on Buyer’s the Buyer Parties’ and its their Affiliates’ rights to sell products manufactured by or on behalf of the Buyer Parties or any of its their Affiliates (including for this purpose the Affiniti Companies) using the Proprietary Rights in connection with the Business. Except as may be disclosed in Schedule 4.17(d), none of the Seller Parties or the Affiniti Companies jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Person.

Ownership and Protection of Proprietary Rights. A Seller Party or one of the Affiniti Companies owns the Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Seller Party or one of the Affiniti Companies owns or has a valid right to use each of the Proprietary Rights, and the Proprietary Rights will not cease to be valid rights of such Seller Party or Affiniti Company by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including the transfer of such Proprietary Rights to Buyer or one or more of its Affiliates pursuant to the terms hereof)hereby. All of the Patents, registered Copyrights and Domain Names owned by the Seller Parties and the Affiniti Companies and all of the Patents, registered Copyrights and Domain Names used in and material to the Business pending Patent applications have been duly filed or registered (as applicable) with the applicable governmental entities or authorities, and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictions, and have filed. Seller has not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, with respect to both “BIOMOL” and “QUANTIZYME”, and (ii) the Japan Patent Office, with respect to “BIOMOL”. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) years. None of the Seller Parties or the Affiniti Companies has received any notice of invalidity or infringement of any rights of others with respect to the such Trademarks, that are presently outstanding except as may be disclosed in Schedule 4.17(d). The Seller Parties and the Affiniti Companies have has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other Personperson. Seller has no Knowledge of any infringement of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than as may be disclosed in Schedule 4.17(d), no No other Person person (i) has the right to use any of Seller’s Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified any Seller Party or either of the Affiniti Companies that it is claiming any ownership of or right to use such Proprietary Rights Rights, or (iiiii) to the best of Seller’s Knowledgeknowledge, is infringing upon any such Proprietary Rights in any way. The Seller’s use of the Proprietary Rights by the Seller Parties and the Affiniti Companies does not and will not conflict with, infringe upon or otherwise violate or materially conflict with the valid rights of any third party in or to such Proprietary Rights. No party, and no Action has been instituted against or notices received by any of the Seller Parties or the Affiniti Companies that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that the Seller’s use of the Proprietary Rights by any Seller Party or the Affiniti Companies infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d), no Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges a Seller Party’s or Affiniti Company’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability of such Proprietary Rights or that could adversely affect such Seller Party’s or Affiniti Company’s ownership or right to use such Proprietary Rights that are presently outstanding, and Seller has no Knowledge of any facts which could be expected to give rise to any such challenge, proceeding, claim or demand. There are not, and, to Seller’s Knowledge, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s, or Buyer’s and its Affiliates’ rights ’s, as the case may be, right to sell products manufactured by Seller or on behalf of Buyer or any of its Affiliates (including for this purpose Buyer, as the Affiniti Companies) using the Proprietary Rights case may be, in connection with the Business. Except as may be disclosed in Schedule 4.17(d), none of the Seller Parties or the Affiniti Companies jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Person.

Ownership and Protection of Proprietary Rights. A Seller Party or one owns all right, title and interest in and to the Proprietary Rights (other than Proprietary Rights exclusively licensed to Seller), free and clear of any encumbrances (other than the non-exclusive licenses granted pursuant to the Contracts listed on Schedule 4.7(a) of the Affiniti Companies owns Disclosure Schedule). All documents and instruments necessary to perfect the Trademarks listed rights of Seller in Schedule 4.17(a)(i) for use its Proprietary Rights have been validly executed, delivered and filed in a timely manner with the countries where indicatedappropriate governmental body. A Seller Party or one of the Affiniti Companies owns or has a valid right to use each of the Proprietary Rights, and the The Proprietary Rights will not cease to be valid rights of such Seller Party (or Affiniti Company Buyer, following the Closing) by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including hereby. Seller has taken reasonable steps to maintain the transfer confidentiality of such Proprietary Rights and otherwise protect and enforce its rights in all proprietary information that Seller holds, or purports to Buyer or one or more of its Affiliates pursuant to the terms hereof)hold, as a trade secret. All of the Patents, registered Copyrights and Domain Names owned by the Seller Parties and the Affiniti Companies and all of the Patents, registered Copyrights and Domain Names used in and material to the Business have been duly filed or registered (as applicable) with the applicable governmental entities or authorities, and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictions, and have has not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, with respect to both “BIOMOL” and “QUANTIZYME”, and (ii) the Japan Patent Office, with respect to “BIOMOL”. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) years. None of the Seller Parties or the Affiniti Companies has received any notice of invalidity or infringement of any rights of others with respect to the Trademarks, that are presently outstanding except as may be disclosed in Schedule 4.17(d)such Proprietary Rights. The Seller Parties and the Affiniti Companies have taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any No other Person. Seller has no Knowledge of any infringement of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than as may be disclosed in Schedule 4.17(d), no other Person person (i) has the right to use any of Seller’s Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified any Seller Party or either of the Affiniti Companies that it is claiming any ownership of or right to use such Proprietary Rights Rights, or (iiiii) except with respect to the matters referenced in the Dispute Resolution Letter, to the best of Seller’s Knowledgeknowledge, is infringing upon any such Proprietary Rights in any way. The Seller’s use of the Proprietary Rights by the Seller Parties and the Affiniti Companies does not and will not conflict with, infringe upon or otherwise violate or materially conflict with the valid rights of any third party in or to such Proprietary Rights. No , and no Action has been instituted against or notices received by any of the Seller Parties or the Affiniti Companies that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that the Seller’s use of the Proprietary Rights by any Seller Party or the Affiniti Companies infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d), no Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges a Seller Party’s or Affiniti Company’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability of such Proprietary Rights or that could adversely affect such Seller Party’s or Affiniti Company’s ownership or right to use such Proprietary Rights that are presently outstanding, and Seller has no Knowledge of any facts which could be expected to give rise to any such challenge, proceeding, claim or demand. There are not, and, to Seller’s Knowledge, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s, or Buyer’s and its Affiliates’ rights ’s, as the case may be, right to sell products manufactured by Seller or on behalf of Buyer or any of its Affiliates (including for this purpose Buyer, as the Affiniti Companies) using the Proprietary Rights case may be, in connection with the Business. Except as may be disclosed in Schedule 4.17(d), none of the Seller Parties or the Affiniti Companies jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Person.

Ownership and Protection of Proprietary Rights. A Seller Party The Target and its Subsidiaries own or one of the Affiniti Companies owns the Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Seller Party or one of the Affiniti Companies owns or has have a valid right to use each of the Proprietary Rights, and assuming the consents described in Schedule 4.18(b) have been obtained, no such Proprietary Rights will not cease to be valid rights of such Seller Party the Target or Affiniti Company any of its Subsidiaries solely by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including hereby. Except for applications pending, all of the transfer material Patents, registered designs and registered Trademarks listed in the Disclosure Schedule have been duly issued to the Target or its Subsidiaries and all of such the other Proprietary Rights to Buyer or one or more of its Affiliates pursuant to the terms hereof)exist and if possible, are registered and are subsisting. All of the Patents, registered Copyrights and Domain Names owned by the Seller Parties and the Affiniti Companies and all of the Patents, registered Copyrights and Domain Names used in and material to the Business pending Patent applications have been duly filed or registered (as applicable) with the applicable governmental entities or authorities, and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictions, and have not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, with respect to both “BIOMOL” and “QUANTIZYME”, and (ii) the Japan Patent Office, with respect to “BIOMOL”. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) yearsfiled. None of the Seller Parties Proprietary Rights owned by the Target or any of its Subsidiaries is involved in any pending or, to the Affiniti Companies knowledge of the Sellers, threatened litigation. Neither the Target nor any of its Subsidiaries has received any notice of invalidity of its right or infringement of any rights of others with respect to the Trademarks, that are presently outstanding except such Proprietary Rights. Except as may be disclosed set forth in Schedule 4.17(d). The Seller Parties and the Affiniti Companies have taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other Person. Seller has no Knowledge of any infringement of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than as may be disclosed in Schedule 4.17(d4.18(b), no other Person (i) has notified the Target or any Seller Party or either of the Affiniti Companies its Subsidiaries that it is claiming any ownership of or right to use such Proprietary Rights Rights, or (ii) to Seller’s Knowledgethe knowledge of the Sellers, is infringing upon any such Proprietary Rights in any way. The To the knowledge of the Sellers, the use of by the Target or any of its Subsidiaries of the Proprietary Rights owned by the Seller Parties Target and the Affiniti Companies its Subsidiaries does not and will not infringe upon or otherwise violate or materially conflict with the valid rights of any third party in or to such Proprietary Rights. No and no Action has been instituted against or notices received by the Target or any of the Seller Parties or the Affiniti Companies its Subsidiaries that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that any use by the use Target and its Subsidiaries of the Proprietary Rights by any Seller Party or the Affiniti Companies infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d), no Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges a Seller Party’s or Affiniti Company’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability of such Proprietary Rights or that could adversely affect such Seller Party’s or Affiniti Company’s ownership or right to use such Proprietary Rights that are presently outstanding, and Seller has no Knowledge of any facts which could be expected to give rise to any such challenge, proceeding, claim or demand. There are not, and, to Seller’s Knowledge, it is reasonably expected that after the Closing there will not be, any restrictions on Buyer’s and its Affiliates’ rights to sell products manufactured by or on behalf of Buyer or any of its Affiliates (including for this purpose the Affiniti Companies) using the Proprietary Rights in connection with the Business. Except as may be disclosed in Schedule 4.17(d), none of the Seller Parties or the Affiniti Companies jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Personparty.

Ownership and Protection of Proprietary Rights. A Seller Party or one of the Affiniti Companies owns the Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Seller Party or one of the Affiniti Companies owns or has a valid right to use each of the Proprietary Rights, and the Proprietary Rights will are transferable and shall not cease to be valid rights of such Seller Party or Affiniti Company by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including the transfer of such unless so stated in SCHEDULE 4.18. The Proprietary Rights to Buyer or one or more are sufficient for the conduct of its Affiliates pursuant to the terms hereof)Business as currently conducted. All of the Patents, registered Copyrights and Domain Names owned by the Seller Parties and the Affiniti Companies and all of the Patents, registered Copyrights and Domain Names used in and material to the Business pending Patent applications have been duly filed or filed, all necessary Patent, registered (as applicable) with the applicable governmental entities or authoritiesTrademark and Domain Name registration, maintenance and renewal fees currently due have been paid, and maintainedunless stated in SCHEDULE 4.18, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements no acts are required to be taken within 90 days of the appropriate jurisdictions, and have not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, date hereof with respect to both “BIOMOL” and “QUANTIZYME”any Proprietary Rights in order to avoid prejudice to, and (ii) the Japan Patent Officeor impairment of, with respect to “BIOMOL”such rights. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) years. None of the Seller Parties or the Affiniti Companies has not received any notice of invalidity or infringement of any rights of others with respect to the Trademarks, that are presently outstanding except as may be disclosed in Schedule 4.17(d). The Seller Parties and the Affiniti Companies have has taken all commercially reasonable and prudent steps to protect the Proprietary Rights from infringement or misappropriation by any other Personperson. Seller has no Knowledge of any infringement of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than Except as may be disclosed in Schedule 4.17(d)set forth on SCHEDULE 4.18, no other Person person (i) to the Seller's knowledge, has the right to use any of Seller's Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified any Seller Party or either of the Affiniti Companies that it is claiming any ownership of or right to use such Proprietary Rights Rights, or (iiiii) to the Seller’s Knowledge's knowledge, is infringing upon any such Proprietary Rights in any way. The Except as set forth on SCHEDULE 4.18, to Seller's knowledge, Seller's use of the Proprietary Rights by the Seller Parties and the Affiniti Companies does not and will not conflict with, infringe upon or otherwise violate or materially conflict with misappropriate the valid rights of any third party in or to such Proprietary Rights. No , and no Action has been instituted against (or to the knowledge of Seller, threatened) or notices received by any of the Seller Parties or the Affiniti Companies that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that the Seller's use of the Proprietary Rights by any Seller Party or the Affiniti Companies infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d), no Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges a Seller Party’s or Affiniti Company’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability of such Proprietary Rights or that could adversely affect such Seller Party’s or Affiniti Company’s ownership or right to use such Proprietary Rights that are presently outstanding, and Seller has no Knowledge knowledge of any facts which could be expected to would give rise to any such challengea claim. Other than as otherwise provided by law, proceeding, claim or demand. There there are not, and, to Seller’s Knowledge, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller's, or Buyer’s and its Affiliates’ rights 's, as the case may be, right to make, use or sell products manufactured by Seller or on behalf of Buyer or any of its Affiliates (including for this purpose Buyer, as the Affiniti Companies) using the Proprietary Rights case may be, in connection with the Business. Except as may be disclosed in Schedule 4.17(d), none of the Seller Parties or the Affiniti Companies jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Person.

Ownership and Protection of Proprietary Rights. A Seller Party The Company or ---------------------------------------------- one of the Affiniti Companies owns the Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Seller Party or one of the Affiniti Companies its Subsidiaries owns or has a valid right to use each of the Proprietary Rights, and (except as provided in Section 9.7) the Proprietary Rights will not cease to be valid rights of the Company or such Seller Party or Affiniti Company Subsidiary by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including hereby. Neither the transfer of such Proprietary Rights to Buyer or one or more Company, any of its Affiliates pursuant to the terms hereof). All of the Patents, registered Copyrights and Domain Names owned by the Subsidiaries nor Seller Parties and the Affiniti Companies and all of the Patents, registered Copyrights and Domain Names used in and material to the Business have been duly filed or registered (as applicable) with the applicable governmental entities or authorities, and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictions, and have not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, with respect to both “BIOMOL” and “QUANTIZYME”, and (ii) the Japan Patent Office, with respect to “BIOMOL”. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) years. None of the Seller Parties or the Affiniti Companies has received any notice of invalidity or infringement of any rights of others with respect to the such Trademarks, that are presently outstanding except as may be disclosed in Schedule 4.17(d). The Company, one of its Subsidiaries or Seller Parties and the Affiniti Companies have has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other Personperson. Seller has no Knowledge of any infringement of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than as may be disclosed in Schedule 4.17(d), no No other Person person (i) has notified the right to use any Seller Party or either of the Affiniti Companies Trademarks of the Company or any of its Subsidiaries on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified the Company, any of its Subsidiaries or Seller that it is claiming any ownership of or right to use such Proprietary Rights Rights, or (iiiii) to Seller’s 's Knowledge, is infringing upon any such Proprietary Rights in any way. The Company or any of its Subsidiaries' use of the Proprietary Rights by the Seller Parties and the Affiniti Companies does not and will not conflict with, infringe upon or otherwise violate or materially conflict with the valid rights of any third party in or to such Proprietary Rights. No , and no Action has been instituted against or notices received by the Company, any of the its Subsidiaries or Seller Parties or the Affiniti Companies that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that the use of the Proprietary Rights by the Company or any Seller Party or the Affiniti Companies of its Subsidiaries infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d), no Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges a Seller Party’s or Affiniti Company’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability of such Proprietary Rights or that could adversely affect such Seller Party’s or Affiniti Company’s ownership or right to use such Proprietary Rights that are presently outstanding, and Seller has no Knowledge of any facts which could be expected to give rise to any such challenge, proceeding, claim or demand. There are not, and, to Seller’s Knowledge, it is reasonably expected that after the Closing there will not be, any restrictions on Buyer’s and its Affiliates’ rights to sell products manufactured by or on behalf of Buyer or any of its Affiliates (including for this purpose the Affiniti Companies) using the Proprietary Rights in connection with the Business. Except as may be disclosed in Schedule 4.17(d), none of the Seller Parties or the Affiniti Companies jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Person.

Ownership and Protection of Proprietary Rights. A Except as set forth on Schedule 4.17(a), Seller Party or one of the Affiniti Companies owns the Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Seller Party or one of the Affiniti Companies owns or has a valid right to use each of the Proprietary Rights, and the Proprietary Rights will not cease to be valid rights of such Seller Party or Affiniti Company by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including the transfer of such Proprietary Rights to Buyer or one or more of its Affiliates pursuant to the terms hereof)hereby. All of the Patents, registered Copyrights and Domain Names owned by the Seller Parties and the Affiniti Companies and all of the Patents, registered Copyrights and Domain Names used in and material to the Business have been duly filed or registered (as applicable) with the applicable governmental entities or authorities, and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictions, and have has not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, with respect to both “BIOMOL” and “QUANTIZYME”, and (ii) the Japan Patent Office, with respect to “BIOMOL”. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) years. None of the Seller Parties or the Affiniti Companies has received any written notice of invalidity or infringement of any rights of others with respect to the any Trademarks, that are presently outstanding except as may be disclosed in Schedule 4.17(d). The Seller Parties and the Affiniti Companies have has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other Personperson. Seller has no Knowledge of any infringement of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than as may be disclosed in Schedule 4.17(d), no No other Person person (i) has the right to use any of Seller’s Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified any Seller Party or either of the Affiniti Companies that it is claiming any ownership of or right to use such Proprietary Rights Rights, or (iiiii) to the best of Seller’s Knowledgeknowledge, is infringing upon any such Proprietary Rights in any way. The Seller’s use of the Proprietary Rights by the Seller Parties and the Affiniti Companies does not and will not conflict with, infringe upon or otherwise violate or materially conflict with the valid rights of any third party in or to such Proprietary Rights. No , and no Action has been instituted against or notices received by any of the Seller Parties or the Affiniti Companies that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that the Seller’s use of the Proprietary Rights by any Seller Party or the Affiniti Companies infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d), no Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges a Seller Party’s or Affiniti Company’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability of such Proprietary Rights or that could adversely affect such Seller Party’s or Affiniti Company’s ownership or right to use such Proprietary Rights that are presently outstanding, and Seller has no Knowledge of any facts which could be expected to give rise to any such challenge, proceeding, claim or demand. There are not, and, to Seller’s Knowledge, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s, or Buyer’s and its Affiliates’ rights ’s, as the case may be, right to sell products manufactured by Seller or on behalf of Buyer or any of its Affiliates (including for this purpose Buyer, as the Affiniti Companies) using the Proprietary Rights case may be, in connection with the Business. Except as may be disclosed in Schedule 4.17(d), none of the Seller Parties or the Affiniti Companies jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Person.

Ownership and Protection of Proprietary Rights. A Seller Party owns, or one of the Affiniti Companies owns the Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Seller Party is ---------------------------------------------- licensed or one of the Affiniti Companies owns or otherwise has a valid right to use each of the Proprietary RightsRights set forth on Schedule 4.18(a), and the such Proprietary Rights will not cease to be valid rights of such Seller Party or Affiniti Company by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including the transfer of such Proprietary Rights Agreement, except as transferred to Buyer or one or more of its Affiliates pursuant to the terms hereof)as contemplated herein. All of the Patents, registered Copyrights and Domain Names owned by the Seller Parties and the Affiniti Companies and all of the Patents, registered Copyrights and Domain Names used in and material to the Business have been duly filed or registered (as applicable) with the applicable governmental entities or authorities, and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictions, and have has not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, with respect to both “BIOMOL” and “QUANTIZYME”, and (ii) the Japan Patent Office, with respect to “BIOMOL”. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) years. None of the Seller Parties or the Affiniti Companies has received any notice of invalidity or infringement of any rights of others with respect to the such Trademarks, that are presently outstanding except as may be disclosed in Schedule 4.17(d). The Seller Parties and the Affiniti Companies have has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other Personperson. Seller has no Knowledge of any infringement of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than as may be disclosed in Schedule 4.17(d), no No other Person person (i) has the right to use any of Seller's Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified any Seller Party or either of the Affiniti Companies that it is claiming any ownership of or right to use such Proprietary Rights Rights, or (iiiii) to the best of Seller’s Knowledge's knowledge, is infringing upon any such Proprietary Rights in any way. The Seller's use of the Proprietary Rights by the Seller Parties and the Affiniti Companies does not and will not conflict with, infringe upon or otherwise violate or materially conflict with the valid rights of any third party in or to such Proprietary Rights. No , and no Action has been instituted against or notices received by any of the Seller Parties or the Affiniti Companies that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that the Seller's use of the Proprietary Rights by any Seller Party or the Affiniti Companies infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d), no Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges a Seller Party’s or Affiniti Company’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability of such Proprietary Rights or that could adversely affect such Seller Party’s or Affiniti Company’s ownership or right to use such Proprietary Rights that are presently outstanding, and Seller has no Knowledge of any facts which could be expected to give rise to any such challenge, proceeding, claim or demand. There are not, and, to Seller’s Knowledge, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller's, or Buyer’s and its Affiliates’ rights 's, as the case may be, right to sell products manufactured by Seller or on behalf of Buyer or any of its Affiliates (including for this purpose Buyer, as the Affiniti Companies) using the Proprietary Rights case may be, in connection with the Business. Except as may be disclosed in Schedule 4.17(d), none of the Seller Parties or the Affiniti Companies jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Person.

Ownership and Protection of Proprietary Rights. A Seller Party owns, or one of the Affiniti Companies owns the Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Seller Party ---------------------------------------------- is licensed or one of the Affiniti Companies owns or otherwise has a valid right to use each of the Proprietary RightsRights set forth on Schedule 4.18(a), and the such Proprietary Rights will not cease to be valid rights of such Seller Party or Affiniti Company by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including the transfer of such Proprietary Rights Agreement, except as transferred to Buyer or one or more of its Affiliates pursuant to the terms hereof)as contemplated herein. All of the Patents, registered Copyrights and Domain Names owned by the Seller Parties and the Affiniti Companies and all of the Patents, registered Copyrights and Domain Names used in and material to the Business have been duly filed or registered (as applicable) with the applicable governmental entities or authorities, and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictions, and have has not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, with respect to both “BIOMOL” and “QUANTIZYME”, and (ii) the Japan Patent Office, with respect to “BIOMOL”. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) years. None of the Seller Parties or the Affiniti Companies has received any notice of invalidity or infringement of any rights of others with respect to the such Trademarks, that are presently outstanding except as may be disclosed in Schedule 4.17(d). The Seller Parties and the Affiniti Companies have has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other Personperson. Seller has no Knowledge of any infringement of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than as may be disclosed in Schedule 4.17(d), no No other Person person (i) has the right to use any of Seller's Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified any Seller Party or either of the Affiniti Companies that it is claiming any ownership of or right to use such Proprietary Rights Rights, or (iiiii) to the best of Seller’s Knowledge's knowledge, is infringing upon any such Proprietary Rights in any way. The Seller's use of the Proprietary Rights by the Seller Parties and the Affiniti Companies does not and will not conflict with, infringe upon or otherwise violate or materially conflict with the valid rights of any third party in or to such Proprietary Rights. No , and no Action has been instituted against or notices received by any of the Seller Parties or the Affiniti Companies that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that the Seller's use of the Proprietary Rights by any Seller Party or the Affiniti Companies infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d), no Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges a Seller Party’s or Affiniti Company’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability of such Proprietary Rights or that could adversely affect such Seller Party’s or Affiniti Company’s ownership or right to use such Proprietary Rights that are presently outstanding, and Seller has no Knowledge of any facts which could be expected to give rise to any such challenge, proceeding, claim or demand. There are not, and, to Seller’s Knowledge, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller's, or Buyer’s and its Affiliates’ rights 's, as the case may be, right to sell products manufactured by Seller or on behalf of Buyer or any of its Affiliates (including for this purpose Buyer, as the Affiniti Companies) using the Proprietary Rights case may be, in connection with the Business. Except as may be disclosed in Schedule 4.17(d), none of the Seller Parties or the Affiniti Companies jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Person.

Ownership and Protection of Proprietary Rights. A Seller Party or one of the Affiniti Companies owns the Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Seller Party or one of the Affiniti Companies owns or has ---------------------------------------------- a valid right to use each of the Proprietary Rights, and the Proprietary Rights will not cease to be valid rights of such Seller Party or Affiniti Company by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including the transfer of such Proprietary Rights to Buyer or one or more of its Affiliates pursuant to the terms hereof)hereby. All of the Patents, registered Copyrights and Domain Names owned by the There are no pending applications. Seller Parties and the Affiniti Companies and all of the Patents, registered Copyrights and Domain Names used in and material to the Business have been duly filed or registered (as applicable) with the applicable governmental entities or authorities, and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictions, and have has not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, with respect to both “BIOMOL” and “QUANTIZYME”, and (ii) the Japan Patent Office, with respect to “BIOMOL”. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) years. None of the Seller Parties or the Affiniti Companies has received any notice of invalidity or infringement of any rights of others with respect to the Trademarks, that are presently outstanding except as may be disclosed in Schedule 4.17(d)Proprietary Rights. The Seller Parties and the Affiniti Companies have has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other Personperson. Seller has no Knowledge of any infringement of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than as may be disclosed in Schedule 4.17(d), no No other Person person (i) has the right to use any of Seller's Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified any Seller Party or either of the Affiniti Companies that it is claiming any ownership of or right to use such Proprietary Rights Rights, or (iiiii) to the best of Seller’s Knowledge's knowledge, is infringing upon any such Proprietary Rights in any way. The Seller's use of the Proprietary Rights by the Seller Parties and the Affiniti Companies does not and will not conflict with, infringe upon or otherwise violate or materially conflict with the valid rights of any third party in or to such Proprietary Rights. No Action has , and there are no Actions that have been instituted against Seller or notices received by any of the Seller Parties or the Affiniti Companies that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that the Seller's use of the Proprietary Rights by any Seller Party or the Affiniti Companies infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d), no Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges a Seller Party’s or Affiniti Company’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability of such Proprietary Rights or that could adversely affect such Seller Party’s or Affiniti Company’s ownership or right to use such Proprietary Rights that are presently outstanding, and Seller has no Knowledge of any facts which could be expected to give rise to any such challenge, proceeding, claim or demand. There are notno restrictions on Seller's, andor Buyer's, to Seller’s Knowledge, it is reasonably expected that after as the Closing there will not case may be, any restrictions on Buyer’s and its Affiliates’ rights right to sell products manufactured by Seller or on behalf of Buyer or any of its Affiliates (including for this purpose Buyer, as the Affiniti Companies) using the Proprietary Rights case may be, in connection with the Business. Except as may be disclosed in Schedule 4.17(d), none of the Seller Parties or the Affiniti Companies jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Person.

Ownership and Protection of Proprietary Rights. A Seller Party or one of the Affiniti Companies owns the Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Seller Party or one of the Affiniti Companies owns or has a valid right to use each of the Proprietary Rights, and the Proprietary Rights will not cease to be valid rights of such Seller Party or Affiniti Company by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including including, without limitation, the transfer of such Proprietary Rights to Buyer or one or more of its Affiliates pursuant to the terms hereof). All of the Patents, registered Copyrights and Copyrights, Domain Names owned by the Seller Parties and the Affiniti Companies and all of the Patents, registered Copyrights and Domain Names used in and material to the Business Trademarks have been duly filed or registered (as applicable) with the applicable governmental entities or authorities, and maintained, including without limitation the submission of all necessary filings and fees in accordance with the legal and administrative requirements of or the appropriate jurisdictions, and have not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, with respect to both “BIOMOL” and “QUANTIZYME”, and (ii) the Japan Patent Office, with respect to “BIOMOL”. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) years. None of the Seller Parties or the Affiniti Companies has not received any notice of invalidity or infringement of any rights of others with respect to the Trademarks, that are presently outstanding except as may be disclosed in Schedule 4.17(d). The Seller Parties and the Affiniti Companies have has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other Person. Seller has no Knowledge of any infringement of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than as may be disclosed in Schedule 4.17(d), no No other Person (i), has the right to use any of the Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such Person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified any Seller Party or either of the Affiniti Companies that it is claiming any ownership of or right to use such Proprietary Rights Rights, or (iiiii) to Seller’s Knowledge, is infringing upon any such Proprietary Rights in any way. The Seller’s use of the Proprietary Rights by the Seller Parties and the Affiniti Companies does not and will not conflict with, infringe upon or otherwise violate or materially conflict with the valid rights of any third party in or to such Proprietary Rights. No Action has been instituted against or notices received by any of the Seller Parties or the Affiniti Companies that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that the Seller’s use of the Proprietary Rights by any Seller Party or the Affiniti Companies infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d), no No Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges a Seller Party’s or Affiniti CompanySeller’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability of such Proprietary Rights or that could adversely affect such Seller Party’s or Affiniti CompanySeller’s ownership or right to use such Proprietary Rights that are presently outstandingRights, and Seller has there are no Knowledge of any facts which could be expected to give rise to any such challenge, proceeding, claim or demand. There are not, and, to Seller’s Knowledge, it is reasonably expected that after the Closing there will not be, any restrictions on Buyer’s and its Affiliates’ rights right to sell products manufactured by or on behalf of Buyer or any of its Affiliates (including for this purpose the Affiniti Companies) using the Proprietary Rights in connection with the Business. Except as may be disclosed in Schedule 4.17(d), none of the Seller Parties or the Affiniti Companies does not jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Person.

Ownership and Protection of Proprietary Rights. A Seller Party The Target and its Subsidiaries own or one of the Affiniti Companies owns the Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Seller Party or one of the Affiniti Companies owns or has have a valid right to use each of the Proprietary Rights, and assuming the consents described in Schedule 4.18(b) have been obtained, no such Proprietary Rights will not cease to be valid rights of such Seller Party the Target or Affiniti Company any of its Subsidiaries solely by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements agreement or the consummation of the transactions contemplated hereby (including hereby. Except for applications pending, all of the transfer material Patents, registered designs and registered Trademarks listed in the Disclosure Schedule have been duly issued to the Target or its Subsidiaries and all of such the other Proprietary Rights to Buyer or one or more of its Affiliates pursuant to the terms hereof)exist and if possible, are registered and are subsisting. All of the Patents, registered Copyrights and Domain Names owned by the Seller Parties and the Affiniti Companies and all of the Patents, registered Copyrights and Domain Names used in and material to the Business pending Patent applications have been duly filed or registered (as applicable) with the applicable governmental entities or authorities, and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictions, and have not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, with respect to both “BIOMOL” and “QUANTIZYME”, and (ii) the Japan Patent Office, with respect to “BIOMOL”. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) yearsfiled. None of the Seller Parties Proprietary Rights owned by the Target or any of its Subsidiaries is involved in any pending or, to the Affiniti Companies knowledge of the Sellers, threatened litigation. Neither the Target nor any of its Subsidiaries has received any notice of invalidity of its rights or infringement of any rights of others with respect to the Trademarks, that are presently outstanding except such Proprietary Rights. Except as may be disclosed set forth in Schedule 4.17(d). The Seller Parties and the Affiniti Companies have taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other Person. Seller has no Knowledge of any infringement of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than as may be disclosed in Schedule 4.17(d4.18(b), no other Person (i) has notified the Target or any Seller Party or either of the Affiniti Companies its Subsidiaries that it is claiming any ownership of or right to use such Proprietary Rights Rights, or (ii) to Seller’s Knowledgethe knowledge of the Sellers, is infringing upon any such Proprietary Rights in any way. The To the knowledge of the Sellers, the use of by the Target or any of its Subsidiaries of the Proprietary Rights owned by the Seller Parties Target and the Affiniti Companies its Subsidiaries does not and will not infringe upon or otherwise violate or materially conflict with the valid rights of any third party in or to such Proprietary Rights. No party, and no Action has been instituted against or notices received by the Target or any of the Seller Parties or the Affiniti Companies its Subsidiaries that are presently outstanding except as may be disclosed in Schedule 4.17(d) alleging that any use by the use Target and its Subsidiaries of the Proprietary Rights by any Seller Party or the Affiniti Companies infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. Except as may be disclosed in Schedule 4.17(d), no Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges a Seller Party’s or Affiniti Company’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability of such Proprietary Rights or that could adversely affect such Seller Party’s or Affiniti Company’s ownership or right to use such Proprietary Rights that are presently outstanding, and Seller has no Knowledge of any facts which could be expected to give rise to any such challenge, proceeding, claim or demand. There are not, and, to Seller’s Knowledge, it is reasonably expected that after the Closing there will not be, any restrictions on Buyer’s and its Affiliates’ rights to sell products manufactured by or on behalf of Buyer or any of its Affiliates (including for this purpose the Affiniti Companies) using the Proprietary Rights in connection with the Business. Except as may be disclosed in Schedule 4.17(d), none of the Seller Parties or the Affiniti Companies jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Personparty.