Common use of Patents and Other Proprietary Rights Clause in Contracts

Patents and Other Proprietary Rights. To the Company's knowledge, except as disclosed in Schedule 4.11, the Company and Subsidiaries have rights to use, whether through ownership, licensing or otherwise, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of which the Company is aware that are necessary for its business as now conducted (collectively, "Intellectual Property Rights"). Except as disclosed in Schedule 4.11, the Company and Subsidiaries have not assigned, hypothecated or otherwise encumbered any of the Intellectual Property Rights and none of the licenses included in the Intellectual Property Rights purport to grant sole or exclusive licenses to another entity or person, including, without limitation, sole or exclusive licenses limited to specific fields of use. To the Company's knowledge, except as disclosed in Schedule 4.11, the patents owned by the Company and Subsidiaries are valid and enforceable and any patent issuing from patent applications of the Company and Subsidiaries will be valid and enforceable, except as such invalidity or unenforceability would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Affect. Except as disclosed in writing to Parent prior to the date hereof: (i) the Company has no knowledge of any infringement by any other party of any of the Intellectual Property Rights, and (ii) the Company and Subsidiaries have not entered into any agreement to indemnify any other party against any charge of infringement of any of its Intellectual Property Rights except for such matters as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Affect. To the Company's knowledge, the Company and Subsidiaries have not and do not violate or infringe any intellectual property right of any other person or entity, and the Company and Subsidiaries have not received any communication alleging that any of them violates or infringes the intellectual property right of any other person or entity, except as disclosed in writing to Parent prior to the date hereof and except for any such violations or infringements as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. The Company and Subsidiaries are not subject to any pending suit for infringing any intellectual property right of another entity or person.

Patents and Other Proprietary Rights. To the Company's knowledge, except as disclosed in Schedule 4.11, the The Company and Subsidiaries its subsidiaries have rights to use, whether through ownership, licensing or otherwise, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, and other proprietary rights and processes of which the Company is aware that are necessary for material to its business as now conducted (collectively, collectively the "Company Intellectual Property Rights"). Except for such matters as disclosed would not, individually or in Schedule 4.11the aggregate, have a material adverse effect on the Company, the Company and Subsidiaries its subsidiaries have not assigned, hypothecated or otherwise encumbered any of the Company Intellectual Property Rights and none of the licenses included in the Company Intellectual Property Rights purport purports to grant sole or exclusive licenses to another entity or person, person including, without limitation, sole or exclusive licenses limited to specific fields of use. To the best of the Company's knowledge, except as disclosed in Schedule 4.11, the patents owned by the Company and Subsidiaries its subsidiaries are valid and enforceable and any patent issuing from patent applications of the Company and Subsidiaries its subsidiaries will be valid and enforceable, except as such invalidity or unenforceability would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Affectmaterial adverse effect on the Company. Except as disclosed in writing to Parent prior to the date hereof: (i) the The Company has no knowledge of any infringement by any other party person of any of the Company Intellectual Property Rights, and (ii) the Company and Subsidiaries its subsidiaries have not not, to the Company's knowledge, entered into any agreement to indemnify any other party against any charge of infringement of any of its the Company Intellectual Property Rights Rights, except for such matters as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Affectmaterial adverse effect on the Company. To the best of the Company's knowledge, the Company and Subsidiaries its subsidiaries have not and do not violate or infringe any intellectual property right of any other person or entityperson, and neither the Company and Subsidiaries nor any of its subsidiaries have not received any communication alleging that any of them it violates or infringes the intellectual property right of any other person or entityperson, except as disclosed in writing to Parent prior to the date hereof and except for any such violations or infringements matters as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effectmaterial adverse effect on the Company. The Except for such matters as would not, individually or in the aggregate, have a material adverse effect in the Company, the Company and Subsidiaries are its subsidiaries have not subject to any pending suit been sued for infringing any intellectual property right of another entity person. None of the Company Intellectual Property Rights or personother know-how relating to the business of the Company and its subsidiaries, the value of which to the Company is contingent upon maintenance of the confidentiality thereof, has been disclosed by the Company or any affiliate thereof to any person other than those persons who are bound to hold such information in confidence pursuant to confidentiality agreements or by operation of law.

Patents and Other Proprietary Rights. To the Company's knowledge, except as disclosed in Schedule 4.11, the The Company and ------------------------------------ Subsidiaries have rights to use, whether through ownership, licensing or otherwise, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of which the Company is aware that are necessary for its business as now conducted (collectively, collectively the "Intellectual Property RightsINTELLECTUAL PROPERTY RIGHTS"). Except as disclosed in Schedule 4.11, the The Company and Subsidiaries have not assigned, hypothecated or otherwise encumbered any of the Intellectual Property Rights and none of the licenses included in the Intellectual Property Rights purport to grant sole or exclusive licenses to another entity or person, including, without limitation, limitation sole or exclusive licenses limited to specific fields of use. To the best of the Company's knowledge, except as disclosed in Schedule 4.11, the patents owned by the Company and Subsidiaries are valid and enforceable and any patent issuing from patent applications of the Company and Subsidiaries will be valid and enforceable, except as such invalidity or unenforceability would not, individually or in the aggregate, be reasonably likely to not have a Material Adverse AffectEffect. Except as disclosed in writing to Parent Buyer prior to the date hereof: (i) the Company has no knowledge of any infringement by any other party of any of the Intellectual Property Rights, and (ii) the Company and Subsidiaries have not entered into any agreement to indemnify any other party against any charge of infringement of any of its Intellectual Property Rights except for such matters as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse AffectEffect. To the best of the Company's knowledge, the Company and Subsidiaries have not and do not violate or infringe any intellectual property right of any other person or entity, and the Company and Subsidiaries have not received any communication alleging that any of them it violates or infringes the intellectual property right of any other person or entity, except as disclosed in writing to Parent Buyer prior to the date hereof and except for any such violations or infringements as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. The Company and Subsidiaries are have not subject to any pending suit been sued for infringing any intellectual property right of another entity or person. Except as disclosed in writing to Buyer prior to the date hereof, none of the processes, techniques and formulae, research and development results and other know-how relating to the business of the Company and Subsidiaries, the value of which to the Company is contingent upon maintenance of the confidentiality thereof, has been disclosed by the Company or any affiliate thereof to any person or entity other than those persons or entities who are bound to hold such information in confidence pursuant to confidentiality agreements or by operation of law.

Patents and Other Proprietary Rights. To the Company's knowledge, except as disclosed in Schedule 4.11, the The Company and Subsidiaries its subsidiaries have rights to use, whether through ownership, licensing or otherwise, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, and other proprietary rights and processes of which the Company is aware that are necessary for material to its business as now conducted (collectively, collectively the "Company Intellectual Property Rights"). Except for such matters as disclosed would not, individually or in Schedule 4.11the aggregate, have a material adverse effect on the Company, (a) the Company and Subsidiaries its subsidiaries have not assigned, hypothecated or otherwise encumbered any of the Company Intellectual Property Rights and (b) none of the licenses included in the Company Intellectual Property Rights purport purports to grant sole or exclusive licenses to another entity or person, person including, without limitation, sole or exclusive licenses limited to specific fields of use. To the best of the Company's knowledge, except as disclosed in Schedule 4.11, the patents owned by the Company and Subsidiaries its subsidiaries are valid and enforceable and any patent issuing from patent applications of the Company and Subsidiaries its subsidiaries will be valid and enforceable, except as such invalidity or unenforceability would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Affectmaterial adverse effect on the Company. Except as disclosed in writing to Parent prior to the date hereof: (i) the The Company has no knowledge of any infringement by any other party person of any of the Company Intellectual Property Rights, and (ii) the Company and Subsidiaries its subsidiaries have not not, to the Company's knowledge, entered into any agreement to indemnify any other party against any charge of infringement of any of its the Company Intellectual Property Rights Rights, except for such matters as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Affectmaterial adverse effect on the Company. To the best of the Company's knowledge, the Company and Subsidiaries its subsidiaries have not and do not violate or infringe any intellectual property right of any other person or entityperson, and neither the Company and Subsidiaries nor any of its subsidiaries have not received any communication alleging that any of them it violates or infringes the intellectual property right of any other person or entityperson, except as disclosed in writing to Parent prior to the date hereof and except for any such violations or infringements matters as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effectmaterial adverse effect on the Company. The Except for such matters as would not, individually or in the aggregate, have a material adverse effect in the Company, the Company and Subsidiaries are its subsidiaries have not subject to any pending suit been sued for infringing any intellectual property right of another entity person. None of the Company Intellectual Property Rights or personother know-how relating to the business of the Company and its subsidiaries, the value of which to the Company is contingent upon maintenance of the confidentiality thereof, has been disclosed by the Company or any affiliate thereof to any person other than those persons who are bound to hold such information in confidence pursuant to confidentiality agreements or by operation of law.

Patents and Other Proprietary Rights. To the Company's knowledge, except as disclosed in Schedule 4.11, the The Company and Subsidiaries its subsidiaries have rights to use, whether through ownership, licensing or otherwise, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, and other proprietary rights and processes of which the Company is aware that are necessary for material to its business as now conducted (collectively, collectively the "Intellectual Property COMPANY INTELLECTUAL PROPERTY Rights"). Except for such matters as disclosed would not, individually or in Schedule 4.11the aggregate, have a material adverse effect on the Company, (a) the Company and Subsidiaries its subsidiaries have not assigned, hypothecated or otherwise encumbered any of the Company Intellectual Property Rights and (b) none of the licenses included in the Company Intellectual Property Rights purport purports to grant sole or exclusive licenses to another entity or person, person including, without limitation, sole or exclusive licenses limited to specific fields of use. To the best of the Company's knowledge, except as disclosed in Schedule 4.11, the patents owned by the Company and Subsidiaries its subsidiaries are valid and enforceable and any patent issuing from patent applications of the Company and Subsidiaries its subsidiaries will be valid and enforceable, except as such invalidity or unenforceability would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Affectmaterial adverse effect on the Company. Except as disclosed in writing to Parent prior to the date hereof: (i) the The Company has no knowledge of any infringement by any other party person of any of the Company Intellectual Property Rights, and (ii) the Company and Subsidiaries its subsidiaries have not not, to the Company's knowledge, entered into any agreement to indemnify any other party against any charge of infringement of any of its the Company Intellectual Property Rights Rights, except for such matters as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Affectmaterial adverse effect on the Company. To the best of the Company's knowledge, the Company and Subsidiaries its subsidiaries have not and do not violate or infringe any intellectual property right of any other person or entityperson, and neither the Company and Subsidiaries nor any of its subsidiaries have not received any communication alleging that any of them it violates or infringes the intellectual property right of any other person or entityperson, except as disclosed in writing to Parent prior to the date hereof and except for any such violations or infringements matters as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effectmaterial adverse effect on the Company. The Except for such matters as would not, individually or in the aggregate, have a material adverse effect on the Company, the Company and Subsidiaries are not subject to any pending suit for infringing any intellectual property right of another entity or person.its subsidiaries have not

Patents and Other Proprietary Rights. To the Company's knowledge, except as disclosed in Schedule 4.11, the The Company and the Subsidiaries have rights to use, whether through ownership, licensing or otherwise, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, . proprietary rights and processes of which the Company is aware that are necessary for its business as now conducted (collectively, collective the "Intellectual Property RightsINTELLECTUAL PROPERTY RIGHTS"). Except as , all of which have been disclosed in Schedule 4.11, Section 3.25 of the Disclosure Letter. The Company and the Subsidiaries have not assigned, hypothecated or otherwise encumbered any of the Intellectual Property Rights and none of the licenses included in the Intellectual Property Rights purport to grant sole or exclusive licenses to another entity or personPerson, including, including without limitation, limitation sole or exclusive licenses limited to specific fields of use. To the Company's knowledge, except as disclosed in Schedule 4.11, the The patents owned by the Company and the Subsidiaries are valid and enforceable and any patent issuing from patent applications of the Company and the Subsidiaries will be valid and enforceable, except as such invalidity or unenforceability would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Affect. Except as disclosed in writing to Parent prior to the date hereof: (i) the The Company has no knowledge of any infringement by any other party of any of the Intellectual Property Rights, and (ii) the Company A-13 18 and the Subsidiaries have not entered into any agreement to indemnify any other party against any charge of infringement of any of its Intellectual Property Rights except for such matters as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse AffectRights. To the best of the Company's knowledge, the Company and the Subsidiaries have not and do not violate or infringe any intellectual property right of any other person or entityPerson, and the Company and the Subsidiaries have not received any communication alleging that any of them it violates or infringes the intellectual property right of any other person or entity, except as disclosed in writing to Parent prior to the date hereof and except for any such violations or infringements as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse EffectPerson. The Company and the Subsidiaries are have not subject to any pending suit been sued for infringing any intellectual property right of another entity Person. None of the processes, techniques and formulae, research and development results and other know-how relating to the business of the Company and the Subsidiaries, the value of which to the Company is contingent upon maintenance of the confidentiality thereof, has been disclosed by the Company or personany Affiliate thereof to any Person other than those Persons who are bound to hold such information in confidence pursuant to confidentiality agreements or by operation of law. SECTION 3.26.

Patents and Other Proprietary Rights. To the Company's knowledge, except as disclosed in Schedule 4.11, the The Company and Subsidiaries own or have rights to use, whether through ownership, licensing or otherwise, use all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of which the Company is aware that are necessary for its business as now conducted (collectively, collectively the "Intellectual Property Rights"). Except as disclosed in Schedule 4.11Other than pursuant to the Bank Agreement, the Company and Subsidiaries have not assigned, hypothecated or otherwise encumbered any of the Intellectual Property Rights and none of the licenses included in the Intellectual Property Rights purport to grant sole or exclusive licenses to another entity or person, including, without limitation, limitation sole or exclusive licenses limited to specific fields of use. To the best of the Company's knowledge, except as disclosed in Schedule 4.11, the patents owned by the Company and Subsidiaries are valid and enforceable and any patent issuing from patent applications of the Company and Subsidiaries will be valid and enforceable, except as such invalidity or unenforceability would not, individually or in the aggregate, be reasonably likely to not have a Material Adverse AffectEffect. Except as disclosed in writing to Parent prior to the date hereof: (i) the The Company has no knowledge of any infringement by any other party of any of the Intellectual Property Rights, and (ii) the Company and Subsidiaries have not entered into any agreement to indemnify any other party against any charge of infringement of any of its Intellectual Property Rights except for such matters as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse AffectEffect. To the best of the Company's knowledge, the Company and Subsidiaries have not and do not violate or infringe any intellectual property right of any other person or entity, and the Company and Subsidiaries have not received any communication alleging that any of them it violates or infringes the intellectual property right of any other person or entity, except as disclosed in writing to Parent prior to the date hereof and except for any such violations or infringements as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. The Company and Subsidiaries are have not subject to any pending suit been sued for infringing any intellectual property right of another entity or person. None of the processes, techniques and formulae, research and development results and other know-how relating to the business of the Company and Subsidiaries, the value of which to the Company is contingent upon maintenance of the confidentiality thereof, has been disclosed by the Company or any affiliate thereof to any person or entity other than those persons or entities who are bound by obligations of confidentiality or by operation of law.

Patents and Other Proprietary Rights. To the Company's knowledge, except as disclosed in Schedule 4.11, the The Company and ------------------------------------ its Subsidiaries have rights to use, whether through ownership, licensing or otherwise, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, secrets and other proprietary rights and processes of which the Company is aware that are necessary for material to its business as now conducted (collectively, collectively the "Intellectual Property RightsINTELLECTUAL PROPERTY RIGHTS"). Except for such matters as disclosed would not, individually or in Schedule 4.11the aggregate, reasonably be expected to have a Material Adverse Effect, (a) the Company and its Subsidiaries have not assigned, hypothecated or otherwise encumbered any of the Intellectual Property Rights and (b) none of the licenses included in the Intellectual Property Rights purport to grant sole or exclusive licenses to another entity or personPerson, including, without limitation, sole or exclusive licenses limited to specific fields of use. To the Company's knowledge, except as disclosed in Schedule 4.11, the patents owned by the Company and Subsidiaries are valid and enforceable and any patent issuing from patent applications of the Company and Subsidiaries will be valid and enforceable, except as such invalidity or unenforceability would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Affect. Except as disclosed in writing to Parent prior to the date hereof: (i) the The Company has no knowledge of any infringement by any other party of any of the Intellectual Property Rights, and (ii) the Company and its Subsidiaries have not not, to the Company's knowledge, entered into any agreement to indemnify any other party against any charge of infringement of any Intellectual Property Rights. The Company and its Subsidiaries have not knowingly violated or infringed, and are not knowingly violating or infringing, any intellectual property right of any other Person, and the Company and its Subsidiaries have not received any written communication alleging that the Company or any of its Subsidiaries has violated or infringed, or is violating or infringing, the intellectual property right of any other Person. Neither the Company nor any of its Subsidiaries has been sued for infringing any intellectual property right of any other Person. None of the Intellectual Property Rights or other know-how relating to the business of the Company and its Subsidiaries, the value of which to the Company is contingent upon maintenance of the confidentiality thereof has been disclosed by the Company or any of its Affiliates to any Person other than those Persons who are bound to hold such information in confidence pursuant to confidentiality agreements or by operation of law, except insofar as such disclosures would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries are party to any contract that restricts or otherwise limits the ability of the Company or such Subsidiary to perform services for such matters any other Person except as would not, individually or in the aggregate, reasonably be reasonably likely expected to have a Material Adverse AffectEffect. To the Company's knowledge, Each employee of the Company and its Subsidiaries have not is a party to an agreement substantially similar to the "Proxicom Employee Nonsolicitation and do not violate or infringe any intellectual property right of any other person or entity, and the Company and Subsidiaries have not received any communication alleging that any of them violates or infringes the intellectual property right of any other person or entity, except as disclosed in writing Confidentiality Agreement" made available to Parent prior to the date hereof and except for any such violations or infringements as would not, individually or in the aggregate, reasonably be reasonably likely expected to have a Material Adverse Effect. The Company and Subsidiaries are not subject to any pending suit for infringing any intellectual property right of another entity or person.

Patents and Other Proprietary Rights. To the Company's knowledge, except as disclosed in Schedule 4.11, the The Company and its Subsidiaries have rights to use, whether through ownership, licensing or otherwise, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, secrets and other proprietary rights and processes of which the Company is aware that are necessary for material to its business as now conducted (collectively, collectively the "Intellectual Property RightsINTELLECTUAL PROPERTY RIGHTS"). Except for such matters as disclosed would not, individually or in Schedule 4.11the aggregate, reasonably be expected to have a Material Adverse Effect, (a) the Company and its Subsidiaries have not assigned, hypothecated or otherwise encumbered any of the Intellectual Property Rights and (b) none of the licenses included in the Intellectual Property Rights purport to grant sole or exclusive licenses to another entity or personPerson, including, without limitation, sole or exclusive licenses limited to specific fields of use. To the Company's knowledge, except as disclosed in Schedule 4.11, the patents owned by the Company and Subsidiaries are valid and enforceable and any patent issuing from patent applications of the Company and Subsidiaries will be valid and enforceable, except as such invalidity or unenforceability would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Affect. Except as disclosed in writing to Parent prior to the date hereof: (i) the The Company has no knowledge of any infringement by any other party of any of the Intellectual Property Rights, and (ii) the Company and its Subsidiaries have not not, to the Company's knowledge, entered into any agreement to indemnify any other party against any charge of infringement of any Intellectual Property Rights. The Company and its Subsidiaries have not knowingly violated or infringed, and are not knowingly violating or infringing, any intellectual property right of any other Person, and the Company and its Subsidiaries have not received any written communication alleging that the Company or any of its Subsidiaries has violated or infringed, or is violating or infringing, the intellectual property right of any other Person. Neither the Company nor any of its Subsidiaries has been sued for infringing any intellectual property right of any other Person. None of the Intellectual Property Rights or other know-how relating to the business of the Company and its Subsidiaries, the value of which to the Company is contingent upon maintenance of the confidentiality thereof has been disclosed by the Company or any of its Affiliates to any Person other than those Persons who are bound to hold such information in confidence pursuant to confidentiality agreements or by operation of law, except insofar as such disclosures would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries are party to any contract that restricts or otherwise limits the ability of the Company or such Subsidiary to perform services for such matters any other Person except as would not, individually or in the aggregate, reasonably be reasonably likely expected to have a Material Adverse AffectEffect. To the Company's knowledge, Each employee of the Company and its Subsidiaries have not is a party to an agreement substantially similar to the "Proxicom Employee Nonsolicitation and do not violate or infringe any intellectual property right of any other person or entity, and the Company and Subsidiaries have not received any communication alleging that any of them violates or infringes the intellectual property right of any other person or entity, except as disclosed in writing Confidentiality Agreement" made available to Parent prior to the date hereof and except for any such violations or infringements as would not, individually or in the aggregate, reasonably be reasonably likely expected to have a Material Adverse Effect. The Company and Subsidiaries are not subject to any pending suit for infringing any intellectual property right of another entity or person.

Patents and Other Proprietary Rights. To the Company's knowledge, except as disclosed in Schedule 4.11, the The Company and Subsidiaries have rights to use, whether through ownership, licensing or otherwise, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of which the Company is aware that are necessary for its business as now conducted (collectively, collectively the "Intellectual Property Rights"). Except as disclosed in Schedule 4.11, the The Company and Subsidiaries have not assigned, hypothecated or otherwise encumbered any of the Intellectual Property Rights and none of the licenses included in the Intellectual Property Rights purport to grant sole or exclusive licenses to another entity or person, including, without limitation, limitation sole or exclusive licenses limited to specific fields of use. To the best of the Company's knowledge, except as disclosed in Schedule 4.11, the patents owned by the Company and Subsidiaries are valid and enforceable and any patent issuing from patent applications of the Company and Subsidiaries will be valid and enforceable, except as such invalidity or unenforceability would not, individually or in the aggregate, be reasonably likely to not have a Material Adverse AffectEffect. Except as disclosed in writing to Parent Buyer prior to the date hereof: (i) the Company has no knowledge of any infringement by any other party of any of the Intellectual Property Rights, and (ii) the Company and Subsidiaries have not entered into any agreement to indemnify any other party against any charge of infringement of any of its Intellectual Property Rights except for such matters as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse AffectEffect. To the best of the Company's knowledge, the Company and Subsidiaries have not and do not violate or infringe any intellectual property right of any other person or entity, and the Company and Subsidiaries have not received any communication alleging that any of them it violates or infringes the intellectual property right of any other person or entity, except as disclosed in writing to Parent Buyer prior to the date hereof and except for any such violations or infringements as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. The Company and Subsidiaries are have not subject to any pending suit been sued for infringing any intellectual property right of another entity or person. Except as disclosed in writing to Buyer prior to the date hereof, none of the processes, techniques and formulae, research and development results and other know-how relating to the business of the Company and Subsidiaries, the value of which to the Company is contingent upon maintenance of the confidentiality thereof, has been disclosed by the Company or any affiliate thereof to any person or entity other than those persons or entities who are bound to hold such information in confidence pursuant to confidentiality agreements or by operation of law.

Patents and Other Proprietary Rights. To Section 3.11 of the Schedule of Exceptions contains a complete and accurate list of all (a) patented or registered Intellectual Property Rights (as defined below) owned or used by the Company's knowledge, except as disclosed in Schedule 4.11, (b) pending patent applications and applications for registrations of other Intellectual Property Rights filed by the Company and Subsidiaries have (c) unregistered trade names and corporate names owned or used by the Company. The Schedule of Exceptions also contains a complete and accurate list of all licenses and other rights to use, whether through ownership, licensing or otherwise, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of which granted by the Company is aware that are necessary for its business as now conducted (collectively, "to any third party with respect to any Intellectual Property Rights and all licenses and other rights granted by any third party to the Company with respect to any Intellectual Property Rights"), in each case identifying the subject Intellectual Property Rights but not including licenses arising from the purchase of “off the shelf” or other standard products. Except as disclosed The Company owns all right, title and interest in Schedule 4.11, the Company and Subsidiaries have not assigned, hypothecated or otherwise encumbered any to all of the Intellectual Property Rights listed or required to be listed on the Schedule of Exceptions free and none clear of all liens, encumbrances or claims of others. The Company owns all right, title and interest to, or has the right to use pursuant to a valid license, all Intellectual Property Rights used in or necessary for the operation of the licenses included in business of the Company as presently conducted and as presently proposed to be conducted, free and clear of all liens, encumbrances or claims of others. The Company has taken all necessary and desirable actions to maintain and protect the Intellectual Property Rights purport that it owns. To the Company’s knowledge, the owners of any Intellectual Property Rights licensed to grant sole the Company have taken all necessary and desirable actions to maintain and protect the Intellectual Property Rights that are subject to such licenses. There have been no claims made against the Company asserting the invalidity, misuse or exclusive licenses unenforceability of any of such Intellectual Property Rights, and to another entity the Company’s knowledge, there are no valid grounds for the same. The Company has not received any notices of, and is not aware of any facts which indicate a likelihood of, any infringement or personmisappropriation by, or conflict with, any third party with respect to such Intellectual Property Rights (including, without limitation, sole any demand or exclusive licenses limited to specific fields of userequest that the Company license any rights from a third party). To the Company's ’s knowledge, except as disclosed in Schedule 4.11, the patents owned by the Company and Subsidiaries are valid and enforceable and any patent issuing from patent applications conduct of the Company Company’s business has not infringed, misappropriated or conflicted with and Subsidiaries will be valid and enforceabledoes not infringe, except as such invalidity misappropriate or unenforceability would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Affect. Except as disclosed in writing to Parent prior to the date hereof: (i) the Company has no knowledge of conflict with any infringement by any other party of any of the Intellectual Property Rightsrights of others, and (ii) the Company and Subsidiaries have not entered into nor would any agreement to indemnify future conduct as presently contemplated infringe, misappropriate or conflict with any other party against any charge of infringement of any of its Intellectual Property Rights except for such matters as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Affectof others. To the Company's ’s knowledge, the Intellectual Property Rights owned by or licensed to the Company and Subsidiaries have not and do not violate been infringed, misappropriated or infringe any intellectual property right of any other person or entity, and the Company and Subsidiaries have not received any communication alleging that any of them violates or infringes the intellectual property right of any other person or entity, except as disclosed in writing to Parent prior to the date hereof and except for any such violations or infringements as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effectconflicted by others. The Company and Subsidiaries are not subject to any pending suit for infringing any intellectual property right of another entity or person.transactions contemplated by this Agreement shall