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 ------------------------------------ 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, its ------------------------------------ use all patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesknow how, information, proprietary service marks and other intellectual property rights and processes of which the Company is aware that are necessary for its business as now conducted to carry on their respective businesses (collectively, the "Company ------- Intellectual Property"). --------------------- (a) Each item of Company Intellectual Property Rights"owned or used by any of the Company and its Subsidiaries immediately prior to the Offer Closing will be owned or available for use by the Company or the Subsidiary on identical terms and conditions immediately subsequent to the Offer Closing. Each of the Company and its Subsidiaries has taken all necessary action to maintain and protect each item of Company Intellectual Property that it owns or uses. (b) Since December 31, 1996, neither the Company nor any of its Subsidiaries has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any intellectual property rights of third parties, and neither the Company nor any of its Subsidiaries has ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that any of the Company and its Subsidiaries must license or refrain from using any intellectual property rights of any third party). Except as disclosed in Schedule 4.11, set forth on Section 4.16(b) of the Company and Subsidiaries have not assignedDisclosure Letter, hypothecated or otherwise encumbered to the knowledge of any of the --------------- Company, since December 31, 1996 no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Company Intellectual Property Rights and none rights. (c) Section 4.16(c) of the licenses included in Company Disclosure Letter identifies --------------- each patent or registration which has been issued to the Company or any of its Subsidiaries with respect to any of the Company Intellectual Property, identifies each pending patent application or application for registration which the Company or any of its Subsidiaries has made with respect to any of the Company Intellectual Property, and identifies each license, agreement, or other permission which any of the Company or any of its Subsidiaries has granted to any third party with respect to any of the Company Intellectual Property Rights purport (together with any exceptions). The Company has delivered or made available to grant sole or exclusive licenses Parent correct and complete copies of all such patents, registrations, applications, licenses, agreements, and permissions (as amended to another entity or person, including, without limitation, sole or exclusive licenses limited to specific fields date). Section 4.16(c) of use. To the Company's knowledge, except as disclosed in Schedule 4.11, the patents owned Company Disclosure Letter also identifies each registered --------------- trademark used by the Company and any of its Subsidiaries are valid and enforceable and in connection with any patent issuing from patent applications of their respective businesses. Except as otherwise disclosed in Section 4.16(c) --------------- of the Company and Subsidiaries will Disclosure Letter, with respect to each item of Company Intellectual Property required to be valid and enforceable, except as such invalidity or unenforceability would not, individually or identified in Section 4.16(c) of the aggregate, be reasonably likely to have a Material Adverse Affect. Except as disclosed in writing to Parent prior to the date hereof: --------------- Company Disclosure Letter: (i) the Company has no knowledge and its Subsidiaries possess all right, title, and interest in and to the item, free and clear of any infringement by any Lien, license, or other party of any of the Intellectual Property Rights, and restriction; (ii) the item is not subject to any outstanding Order; and (iii) none of the Company and or its Subsidiaries have not entered into is bound by any agreement to indemnify any other party Person for or against any charge interference, infringement, misappropriation, or other conflict with respect to the item. (d) Section 4.16(d) of infringement the Company Disclosure Letter identifies each --------------- item of Company Intellectual Property that any third party owns and that any of the Company and its Subsidiaries uses pursuant to license, sublicense, agreement, or permission. The Company has delivered to Parent correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date). Except as discussed in Section 4.16(d) of the Company --------------- Disclosure Letter, with respect to each item of Company Intellectual Property required to be identified in Section 4.16(d) of the Company Disclosure Letter: --------------- (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) no party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time or both would constitute a breach or default or permit termination, modification, or acceleration thereunder; and (iii) neither the Company nor any of its Intellectual Property Rights except for such matters as would notSubsidiaries has granted any sublicense or similar right with respect to the license, individually sublicense, agreement, or in the aggregate, be reasonably likely to have a Material Adverse Affect. permission. (e) To the knowledge of the Company's knowledge, neither the Company and nor any of its Subsidiaries have not and do not violate will interfere with, infringe upon, misappropriate, or infringe otherwise come into conflict with, any intellectual property right rights of any other person or entity, and third parties as a result of the Company and Subsidiaries have not received any communication alleging that any continued operation of them violates or infringes the intellectual property right of any other person or entity, except its businesses 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 personpresently conducted.

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 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 person.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. SECTION

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 (a) The Company and its subsidiaries have not granted or promised to grant any exclusive licenses or any material non-exclusive licenses or covenants not to sue thereunder to any third party in respect of any Intellectxxx Property (as defined below) used in or necessary for the conduct of its business as currently conducted or as proposed to be conducted as reflected in the Company's knowledgeexisting business plans (other than (A) to Buyer or its subsidiaries, except as disclosed in Schedule 4.11, the Company and Subsidiaries have rights to use, whether through ownership, licensing (B) trademark 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 mark licenses included entered into 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 ordinary course of use. To business xxxer distribution and supply agreements and (C) technology transfer and technology access agreements substantially on the terms of the Company's knowledge, except as disclosed in Schedule 4.11, the standard form agreements). 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 enforceable for the duration of its term other than any such invalidity lack of validity or unenforceability would notenforceability which, individually or in the aggregate, would not reasonably 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 expected to have a Material Adverse Effect. The . (1) the Company and Subsidiaries are each of its subsidiaries owns, or is licensed to use or otherwise possesses the legal right to use (in each case, free and clear of any Liens (other than Liens arising out of payment obligations in respect of such Intellectual Property) in respect of the Company's or any of its subsidiaries' interests therein) all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (2) the use of any Intellectual Property by the Company and its subsidiaries does not subject infringe on or otherwise violate the rights of any person; (3) no product (or component thereof or process) used, sold or manufactured by the Company or any of its subsidiaries infringes or otherwise violates the Intellectual Property of any other person; and (4) no person is challenging, infringing on or otherwise violating any right of the Company or any of its subsidiaries with respect to any pending suit for infringing any intellectual property right of another entity or personIntellectual Property owned by and/or licensed to the Company and its subsidiaries, except as would not have a Material Adverse Effect.

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 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 Company and Subsidiaries have rights to use, whether through ownership, licensing or otherwise, all (a) All patents, trademarks, service markstrademarks (registered or unregistered), trade names, copyrightsservice marks and copyrights and applications therefor and other intellectual property and proprietary rights, trade secrets, licenses, information, proprietary rights and processes of which the Company is aware that are necessary for its business as now conducted whether or not subject to statutory registration or protection (collectively, "Intellectual Property RightsProperty"). Except as disclosed in Schedule 4.11, owned, used, filed by or licensed to the Company (other than customary end-user license agreements for commercially available software and Subsidiaries have not assignedexcept for such Intellectual Property the failure of which to own, hypothecated license or otherwise encumbered any of have the Intellectual Property Rights and none of the licenses included in the Intellectual Property Rights purport right 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, could not reasonably be reasonably likely expected to have a Company Material Adverse AffectEffect) are set forth in a true and complete list in Section 5.10 of the Company Disclosure Letter. Except as disclosed set forth in writing Company Disclosure Letter, the Company owns, and the Company has the right to Parent prior use, execute, reproduce, display, perform, modify, enhance, distribute, prepare derivative works of and sublicense, without payment to any other person, the Intellectual Property and the consummation of the transactions contemplated hereby will not conflict with, alter or impair any such rights. The Company has all rights to Intellectual Property as are necessary in connection with the business of the Company as presently conducted and as is proposed to be conducted. (b) The Company has not granted any options, licenses or agreements of any kind relating to Intellectual Property listed in Section 5.10 of Company Disclosure Letter or the marketing or distribution thereof. The Company is not a party to any options, licenses or agreements of any kind relating to the date hereof: Intellectual Property of any other person. Subject to the rights of third parties set forth in Section 5.10 of Company Disclosure Letter, all Intellectual Property owned by the Company and licensed by the Company is free and clear of the claims of others and of all liens, security interests and encumbrances whatsoever. The conduct of the business of the Company as presently conducted does not, and to the Company's knowledge, the conduct of such business as proposed to be conducted will not, violate, conflict with or infringe the Intellectual Property of any other person. Except as set forth in Section 5.10 of Company Disclosure Letter, (i) no claims are pending or, to the knowledge of the Company, threatened, against the Company has no knowledge by any person with respect to the ownership, validity, enforceability, effectiveness or use of any infringement by any other party of any of the Intellectual Property Rights, and (ii) the Company and Subsidiaries have has not entered into received any agreement communications alleging that the Company has violated any rights relating to indemnify any other party against any charge of infringement Intellectual Property 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 Affectperson. To the knowledge of the Company, no person has violated or infringed any of the Company's knowledge, rights relating to the Intellectual Property. (c) The Intellectual Property has been maintained in confidence in accordance with protection procedures customarily used in the industry of the Company to protect rights of like importance. All former and Subsidiaries current members of management and key personnel of the Company, including all former and current employees, agents, consultants and independent contractors who have contributed to or participated in the conception and development of software or other Intellectual Property (collectively, "Personnel"), have executed and delivered to the Company a proprietary information agreement restricting such person's right to disclose proprietary information of the Company. All former and current Personnel either (i) have been party to a "work-for-hire" arrangement or agreement with the Company, in accordance with applicable Federal and state law, that has accorded the Company full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (ii) have executed appropriate instruments of assignment in favor of the Company as assignee that have conveyed to the Company full, effective and exclusive ownership of all tangible and intangible property thereby arising. No former or current Personnel have any claim against the Company in connection with such person's involvement in the conception and development of any Intellectual Property and no such claim has been asserted or is threatened. None of the current officers and employees of the Company have any patents issued or applications pending for any device, process, design or invention of any kind now used or needed by the Company in the furtherance of its business operations, which patents or applications 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 been assigned to the date hereof and except for any Company, with such violations or infringements as would not, individually or assignment duly recorded 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 personUnited States Patent Office.

Patents and Other Proprietary Rights. To 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

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 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 its Subsidiaries own or have rights a valid license or right to use, whether through ownership, licensing or otherwise, use all patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesknow how, information, proprietary service marks and other intellectual property rights and processes of which the Company is aware that are necessary for its business as now conducted to carry on their respective businesses (collectively, the "Company Intellectual Property"). (a) Each item of Company Intellectual Property Rights"owned or used by any of the Company and its Subsidiaries immediately prior to the Offer Closing will be owned or available for use by the Company or the Subsidiary on identical terms and condition immediately subsequent to the Offer Closing. Each of the Company and its Subsidiaries has taken all necessary action to maintain and protect each item of Company Intellectual Property that it owns or uses. (b) Since 1996, none of the Company nor any of its Subsidiaries has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any intellectual property rights of third parties, and none of the Company nor any of its Subsidiaries has ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that any of the Company and its Subsidiaries must license or refrain from using any intellectual property rights of any third party). Except as disclosed in Schedule 4.11, set forth on Section 4.16(b) of the Company and Subsidiaries have not assignedDisclosure Schedule, hypothecated or otherwise encumbered to the knowledge of any of the Company, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Company Intellectual Property Rights and none rights. (c) Section 4.16(c) of the licenses included in Company Disclosure Schedule identifies each patent or registration which has been issued to any of the Company or any of its Subsidiaries with respect to any of the Company Intellectual Property, identifies each pending patent application or application for registration which any of the Company or its Subsidiaries has made with respect to any of the Company Intellectual Property, and identifies each license, agreement, or other permission which any of the Company or any of its Subsidiaries has granted to any third party with respect to any of the Company Intellectual Property Rights purport (together with any exceptions). The Company has delivered to grant sole or exclusive licenses Parent correct and complete copies of all such patents, registrations, applications, licenses, agreements, and permissions (as amended to another entity or person, including, without limitation, sole or exclusive licenses limited to specific fields date). Section 4.16(c) 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 Disclosure Schedule also identifies each registered trademark used by any patent issuing from patent applications of the Company and its Subsidiaries will in connection with any of its businesses. With respect to each item of Company Intellectual Property either required to be valid and enforceable, except as such invalidity identified in Section 4.16(c) of the Company Disclosure Schedule or unenforceability would not, individually used by the Company or any of its Subsidiaries in the aggregate, be reasonably likely to have a Material Adverse Affect. Except as disclosed in writing to Parent prior to the date hereof: connection with any of its businesses: (i) the Company has no knowledge and its Subsidiaries possess all right, title, and interest in and to the item, free and clear of any infringement by any Lien, license, or other party of any of the Intellectual Property Rights, and restriction; (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 item is not subject to any pending suit outstanding Order; and (iii) none of the Company or its Subsidiaries has ever agreed to indemnify any Person for infringing or against any interference, infringement, misappropriation, or other conflict with respect to the item. (d) Section 4.16(d) of the Company Disclosure Schedule identifies each item of Company Intellectual Property that any third party owns and that any of the Company and its Subsidiaries uses pursuant to license, sublicense, agreement, or permission. The Company has delivered to Parent correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date). With respect to each item of Company Intellectual Property required to be identified in Section 4.16(d) of the Company Disclosure Schedule: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) no party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; and (iii) none of the Company nor any of its Subsidiaries has granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission. (e) To the knowledge of the Company, none of the Company and its Subsidiaries will interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any intellectual property right rights of another entity or personthird parties as a result of the continued operation of its businesses as presently conducted.

Patents and Other Proprietary Rights. To (a) The Company and its Subsidiaries have not granted or promised to grant any exclusive licenses or any material non-exclusive licenses or covenants not to sue xxxreunder to any third party in respect of any Intellectual Property (as defined below) used in or necessary for the conduct of its business as currently conducted or as proposed to be conducted as reflected in the Company's knowledgeexisting business plans (other than (A) to Parent or its Subsidiaries, except as disclosed in Schedule 4.11, the Company and Subsidiaries have rights to use, whether through ownership, licensing (B) trademark 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 mark xxxenses entered into 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 ordinary course of use. To business under distribution and supply agreements and (C) technology transfer and technology access agreements substantially on the terms of the Company's knowledge, except as disclosed in Schedule 4.11, the standard form agreements). The patents owned by the Company and its Subsidiaries are valid and enforceable and any patent issuing from patent applications of the Company and its Subsidiaries will be valid and enforceable, except as enforceable for the duration of its term other than any such invalidity lack of validity or unenforceability would notenforceability which, individually or in the aggregate, . would not reasonably 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 expected to have a Material Adverse Effect. The . (b) To the best of the knowledge of the Company, and except as would not have a Material Adverse Effect, (i) the Company and each of its Subsidiaries are owns, or is licensed to use or otherwise possesses the legal right to use (in each case, free and clear of any Liens (other than Liens arising out of payment obligations in respect of such Intellectual Property) in respect of the Company's or any of its Subsidiaries' interests therein) all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (ii) the use of any Intellectual Property by the Company and its Subsidiaries does not subject infringe on or otherwise violate the rights of any Person; (iii) no product (or component thereof or process) used, sold or manufactured by the Company or any of its Subsidiaries infringes or otherwise violates the Intellectual Property of any other Person; and (iv) no Person is challenging, infringing on or otherwise violating any right of the Company or any of its Subsidiaries with respect to any pending suit for infringing any intellectual property right of another entity or personIntellectual Property owned by and/or licensed to the Company and its Subsidiaries.