Common use of Patents, Trademarks, Et Cetera Clause in Contracts

Patents, Trademarks, Et Cetera. Advaxis does not own or have pending, and is not licensed or otherwise permitted to use, any material Intangible, other than as described in Section I of the Advaxis Disclosure Letter. Except as set forth in Section I of the Advaxis Disclosure Letter, each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. Section I of the Advaxis Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to Advaxis or which otherwise relate to the businesses of Advaxis, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Advaxis owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Advaxis grants the right to use any Intangible; and (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than Advaxis which relates to the businesses, properties, or assets of Advaxis. Except as specified in Section I of the Advaxis Disclosure Letter: (i) Advaxis is the sole and exclusive owner or licensee of, and (other than those licensed by Advaxis to a third party) has the right to use, all Intangibles; (ii) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (iii) during the last five years, Advaxis has not been charged with, and has not charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (iv) Advaxis is not using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of Advaxis as presently conducted or as it contemplates conducting, except such as are so designated in Section I of the Advaxis Disclosure Letter. Except as set forth in Section I of the Advaxis Disclosure Letter, Advaxis has not infringed, is not infringing, and has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has Advaxis been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of Advaxis, there is no infringement by others of Intangibles of Advaxis. To the knowledge of Advaxis, there is no Intangible or asserted Intangible of others that may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of

Patents, Trademarks, Et Cetera. Advaxis does not own Neither VNI nor Acquisition owns or have has pending, and or is not licensed or otherwise permitted to use, any material IntangibleIntangibles, other than as described in Section I C of the Advaxis VNI Disclosure Letter. Except as set forth in Section I of the Advaxis Disclosure Letter, each Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. Section I C of the Advaxis VNI Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to Advaxis VNI or Acquisition or which otherwise relate to the businesses of AdvaxisVNI or Acquisition, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Advaxis VNI or Acquisition owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Advaxis VNI or Acquisition grants the right to use any Intangible; and (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than Advaxis VNI or Acquisition which relates to the businesses, properties, or assets of AdvaxisVNI or Acquisition. Except as specified in Section I C of the Advaxis VNI Disclosure Letter, to the knowledge of VNI: (iv) Advaxis VNI or Acquisition, as the case may be, is the sole and exclusive owner or licensee of, and (other than those exclusively licensed by Advaxis VNI or Acquisition to a third party) has the right to use, all Intangibles; (iivi) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (iiivii) during the last five years, Advaxis neither VNI nor Acquisition has not been charged with, and or has not charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (ivviii) Advaxis neither VNI nor Acquisition is not using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of Advaxis VNI or of Acquisition as presently conducted or as it contemplates they contemplate conducting, except such as are so designated in Section I C of the Advaxis VNI Disclosure Letter. Except as set forth described in Section I C of the Advaxis VNI Disclosure Letter, Advaxis neither VNI nor Acquisition has not infringed, is not infringing, and or has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has Advaxis VNI or Acquisition been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of Advaxis, VNI or Acquisition there is no infringement by others of Intangibles of AdvaxisVNI or Acquisition. To the knowledge of AdvaxisAs far as VNI or Acquisition can reasonably foresee, there is no Intangible or asserted Intangible of others that which may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects ofof VNI or of Acquisition. All material contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which VNI or Acquisition is a party, or to which any of their respective businesses, properties, or assets are subject, are in compliance in all material respects with all laws, rules, regulations, orders, judgments, and decrees binding on VNI or Acquisition or to which any of their respective businesses, properties, 60 or assets are subject. VNI or Acquisition has reserved the corporate "dba" fictitious name "Titan General Holdings, Inc." in the states of Nevada and Utah and intends to use such name to identify, respectively, its products, businesses, or services following the Effective Time. Neither any stockholder of VNI, any director, officer, or employee of VNI or of Acquisition, any relative or affiliate of any stockholder of VNI, any such director, officer, or employee, nor any other corporation or enterprise in which any stockholder of VNI, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of VNI or Acquisition.

Patents, Trademarks, Et Cetera. Advaxis Classic does not own or have pending, and is not licensed or otherwise permitted to use, any material IntangibleIntangibles, other than as described in Section I of the Advaxis Disclosure LetterSchedule 3.09. Except as set forth in Section I of the Advaxis Disclosure Letter, each Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. Section I of the Advaxis Disclosure Letter Schedule 3.09 contains a true and correct listing of: (ia) all Intangibles which are owned (either in whole or in part), used by, or licensed to Advaxis Classic or which otherwise relate to the businesses of AdvaxisClassic, and a description of each such Intangible which identifies its owner, registrant, or applicant; (iib) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Advaxis Classic owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iiic) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Advaxis Classic grants the right to use any Intangible; and (ivd) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than Advaxis Classic which relates to the businesses, properties, or assets of AdvaxisClassic. Except as specified in Section I Schedule 3.09, to the knowledge of the Advaxis Disclosure LetterSeller and Classic: (ie) Advaxis Classic is the sole and exclusive owner or licensee of, and (other than those exclusively licensed by Advaxis Classic to a third party) has the right to use, all Intangibles; (iif) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (iiig) during the last five years, Advaxis neither the Seller nor Classic has not been charged with, and or has not charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (ivh) Advaxis Classic is not using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of Advaxis Classic as presently conducted or as it contemplates conducting, except such as are so designated in Section I of the Advaxis Disclosure LetterSchedule 3.09. Except as set forth described in Section I of the Advaxis Disclosure LetterSchedule 3.09, Advaxis Classic has not infringed, is not infringing, and has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has Advaxis Classic been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of Advaxisthe Seller and Classic, there is no infringement by others of Intangibles of AdvaxisClassic. To As far as the knowledge of AdvaxisSeller and Classic can reasonably foresee, there is no Intangible or asserted Intangible of others that may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects ofof Classic. All material contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which Classic is a party, or to which any of its businesses, properties, or assets are subject, are in compliance in all material respects with all laws, rules, regulations, orders, judgments, and decrees binding on Classic or to which any of its businesses, properties, or assets are subject. Except as set forth in Schedule 3.09, Classic did not register any trademark, tradename or service mark, design, or name used by Classic to identify its products, xxsinesses, or services. Neither any stockholder of Classic, any director, officer, or employee of Classic, any relative or affiliate of any stockholder of Classic, any Seller, any such director, officer, or employee, nor any other corporation or enterprise in which any stockholder of Classic, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of Classic.

Patents, Trademarks, Et Cetera. Advaxis Classic does not own or have pending, and is not licensed or otherwise permitted to use, any material IntangibleIntangibles, other than as described in Section I of the Advaxis Disclosure LetterSchedule 3.09. Except as set forth in Section I of the Advaxis Disclosure Letter, each Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. Section I of the Advaxis Disclosure Letter Schedule 3.09 contains a true and correct listing of: (ia) all Intangibles which are owned (either in whole or in part), used by, or licensed to Advaxis Classic or which otherwise relate to the businesses of AdvaxisClassic, and a description of each such Intangible which identifies its owner, registrant, or applicant; (iib) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Advaxis Classic owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iiic) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Advaxis Classic grants the right to use any Intangible; and (ivd) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than Advaxis Classic which relates to the businesses, properties, or assets of AdvaxisClassic. Except as specified in Section I Schedule 3.09, to the knowledge of the Advaxis Disclosure LetterSeller and Classic: (ie) Advaxis Classic is the sole and exclusive owner or licensee of, and (other than those exclusively licensed by Advaxis Classic to a third party) has the right to use, all Intangibles; (iif) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (iiig) during the last five years, Advaxis neither the Seller nor Classic has not been charged with, and or has not charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (ivh) Advaxis Classic is not using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of Advaxis Classic as presently conducted or as it contemplates conducting, except such as are so designated in Section I of the Advaxis Disclosure LetterSchedule 3.09. Except as set forth described in Section I of the Advaxis Disclosure LetterSchedule 3.09, Advaxis Classic has not infringed, is not infringing, and has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has Advaxis Classic been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of Advaxisthe Seller and Classic, there is no infringement by others of Intangibles of AdvaxisClassic. To As far as the knowledge of AdvaxisSeller and Classic can reasonably foresee, there is no Intangible or asserted Intangible of others that may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects ofof Classic. All material contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which Classic is a party, or to which any of its businesses, properties, or assets are subject, are in compliance in all material respects with all laws, rules, regulations, orders, judgments, and decrees binding on Classic or to which any of its businesses, properties, or assets are subject. Except as set forth in Schedule 3.09, Classic did not register any trademark, tradename or service mark, design, or name used by Classic to identify its products, busxxxxses, or services. Neither any stockholder of Classic, any director, officer, or employee of Classic, any relative or affiliate of any stockholder of Classic, any Seller, any such director, officer, or employee, nor any other corporation or enterprise in which any stockholder of Classic, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of Classic.

Patents, Trademarks, Et Cetera. Advaxis The Purchaser does not own or have pending, and is not licensed or otherwise permitted to use, any material IntangibleIntangibles, other than as described in Section I of the Advaxis Purchaser Disclosure LetterLetter or the Purchaser SEC Documents. Except as set forth in Section I of the Advaxis Disclosure Letter, each Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. Section I of the Advaxis The Purchaser Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to Advaxis Purchaser or which otherwise relate to the businesses of AdvaxisPurchaser, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Advaxis Purchaser owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Advaxis Purchaser grants the right to use any Intangible; and (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than Advaxis Purchaser which relates to the businesses, properties, or assets of AdvaxisPurchaser. Except as specified in Section I the Purchaser Disclosure Letter or the Purchaser SEC Documents, to the knowledge of the Advaxis Disclosure LetterPurchaser: (iv) Advaxis Purchaser is the sole and exclusive owner or licensee of, and (other than those exclusively licensed by Advaxis Purchaser to a third party) has the right to use, all Intangibles; (iivi) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (iiivii) during the last five years, Advaxis Purchaser has not been charged with, and has not charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (ivviii) Advaxis Purchaser is not using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of Advaxis Purchaser as presently conducted or as it contemplates conducting, except such as are so designated in Section I of the Advaxis Purchaser Disclosure LetterLetter or the Purchaser SEC Documents. Except as set forth described in Section I of the Advaxis Purchaser Disclosure LetterLetter or the Purchaser SEC Documents, Advaxis Purchaser has not infringed, is not infringing, and has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has Advaxis Purchaser been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of AdvaxisPurchaser, there is no infringement by others of Intangibles of AdvaxisPurchaser. To the knowledge of AdvaxisAs far as Purchaser can reasonably foresee, there is no Intangible or asserted Intangible of others that may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects ofof Purchaser. All material contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which Purchaser is a party, or to which any of its businesses, properties, or assets are subject, are in compliance in all material respects with all laws, rules, regulations, orders, judgments, and decrees binding on Purchaser or to which any of its businesses, properties, or assets are subject. Purchaser did not register any trademark, tradename or service xxxx, design, or name used by Purchaser to identify its products, businesses, or services. Neither any stockholder of Purchaser, any director, officer, or employee of Purchaser, any relative or affiliate of any stockholder of Purchaser, any such director, officer, or employee, nor any other corporation or enterprise in which any stockholder of Purchaser, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of Purchaser.

Patents, Trademarks, Et Cetera. Advaxis Seller does not own or have pending, and or is not licensed or otherwise permitted to use, any material Intangible, other than as described in Section I of the Advaxis Seller Disclosure Letter. Except as set forth in Section I of the Advaxis Disclosure Letter, each Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. Section I of the Advaxis The Seller Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to Advaxis Seller or which otherwise relate to the businesses of AdvaxisSeller, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Advaxis Seller owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Advaxis Seller grants the right to use any Intangible; and (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than Advaxis Seller which relates to the businesses, properties, or assets of AdvaxisSeller. Except as specified in Section I of the Advaxis Seller Disclosure Letter: (iv) Advaxis Seller is the sole and exclusive owner or licensee of, and (other than those licensed by Advaxis Seller to a third party) has the right to use, all Intangibles; (iivi) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (iiivii) during the last five years, Advaxis Seller has not been charged with, and or has not charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (ivviii) Advaxis Seller is not using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of Advaxis Seller as presently conducted or as it contemplates conducting, except such as are so designated in Section I of the Advaxis Seller Disclosure Letter. Except as set forth in Section I of the Advaxis Disclosure Letter, Advaxis Seller has not infringed, is not infringing, and has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has Advaxis Seller been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of AdvaxisSeller, there is no infringement by others of Intangibles of AdvaxisSeller. To the knowledge of AdvaxisAs far as Seller can foresee, there is no Intangible or asserted Intangible of others that may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects ofof Seller. All contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which Seller is a party, or to which any of its businesses, properties, or assets are subject, are in compliance with all laws, rules, regulations, orders, judgments, and decrees binding on Seller or to which any of its businesses, properties, or assets are subject. The trademarks, tradenames, and service marks used by Seller to identify its businesses, and services are as set forth in the Seller Disclosure Letter. Neither any director, officer, or employee of Seller, any relative or affiliate of the foregoing or any such director, officer, or employee, nor any other corporation or enterprise in which, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of Seller.

Patents, Trademarks, Et Cetera. Advaxis does not own Neither SheerVision nor any SheerVision Subsidiary owns or have has pending, and or is not licensed or otherwise permitted to use, any material Intangible, other than as described in Section I of the Advaxis SheerVision Disclosure Letter. Except as set forth in Section I of the Advaxis Disclosure Letter, each Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. Section I of the Advaxis The SheerVision Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to Advaxis SheerVision or any SheerVision Subsidiary or which otherwise relate to the businesses of AdvaxisSheerVision or any SheerVision Subsidiary, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Advaxis SheerVision or any SheerVision Subsidiary owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Advaxis SheerVision or any SheerVision Subsidiary grants the right to use any Intangible; and (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than Advaxis SheerVision or any SheerVision Subsidiary which relates to the businesses, properties, or assets of AdvaxisSheerVision or any SheerVision Subsidiary. Except as specified in Section I of the Advaxis SheerVision Disclosure Letter: (iv) Advaxis SheerVision or a SheerVision Subsidiary is the sole and exclusive owner or licensee of, and (other than those licensed by Advaxis SheerVision to any SheerVision Subsidiary to a third party) has the right to use, all Intangibles; (iivi) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (iiivii) during the last five years, Advaxis neither SheerVision nor any SheerVision Subsidiary has not been charged with, and or has not charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (ivviii) Advaxis neither SheerVision nor any SheerVision Subsidiary is not using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of Advaxis SheerVision or any SheerVision Subsidiary as presently conducted or as it contemplates conducting, except such as are so designated in Section I of the Advaxis SheerVision Disclosure Letter. Except as set forth in Section I of the Advaxis Disclosure Letter, Advaxis Neither SheerVision nor any SheerVision Subsidiary has not infringed, is not infringing, and has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has Advaxis SheerVision or any SheerVision Subsidiary been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of AdvaxisSheerVision, there is no infringement by others of Intangibles of AdvaxisSheerVision or any SheerVision Subsidiary. To the knowledge of AdvaxisAs far as SheerVision can foresee, there is no Intangible or asserted Intangible of others that may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects ofof SheerVision and the SheerVision Subsidiaries taken as a whole. All contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which SheerVision or any SheerVision Subsidiary is a party, or to which any of its respective businesses, properties, or assets are subject, are in compliance with all laws, rules, regulations, orders, judgments, and decrees binding on SheerVision or any SheerVision Subsidiary or to which any of its respective businesses, properties, or assets are subject. The trademarks, tradenames, and service marks used by SheerVision and the SheerVision Subsidiaires to identify, respectively, their products, businesses, and services are set forth in the SheerVision Disclosure Letter. Neither the SheerVision Shareholders, any director, officer, or employee of SheerVision or any SheerVision Subsidiary, any relative or affiliate of the SheerVision Shareholders or any such director, officer, or employee, nor any other corporation or enterprise in which the SheerVision Shareholders, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of SheerVision or any SheerVision Subsidiary.

Patents, Trademarks, Et Cetera. Advaxis does not own Neither Midnight nor any Midnight Subsidiary owns or have has pending, and or is not licensed or otherwise permitted to use, any material Intangible, other than as described in Section I of the Advaxis Midnight Disclosure Letter. Except as set forth in Section I of the Advaxis Disclosure Letter, each Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. Section I of the Advaxis The Midnight Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to Advaxis Midnight or any Midnight Subsidiary or which otherwise relate to the businesses of AdvaxisMidnight or any Midnight Subsidiary, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Advaxis Midnight or any Midnight Subsidiary owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Advaxis Midnight or any Midnight Subsidiary grants the right to use any Intangible; and (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than Advaxis Midnight or any Midnight Subsidiary which relates to the businesses, properties, or assets of AdvaxisMidnight or any Midnight Subsidiary. Except as specified in Section I of the Advaxis Midnight Disclosure Letter: (iv) Advaxis Midnight or a Midnight Subsidiary is the sole and exclusive owner or licensee of, and (other than those licensed by Advaxis Midnight to any Midnight Subsidiary to a third party) has the right to use, all Intangibles; (iivi) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (iiivii) during the last five years, Advaxis neither Midnight nor any Midnight Subsidiary has not been charged with, and or has not charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (ivviii) Advaxis neither Midnight nor any Midnight Subsidiary is not using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of Advaxis Midnight or any Midnight Subsidiary as presently conducted or as it contemplates conducting, except such as are so designated in Section I of the Advaxis Midnight Disclosure Letter. Except as set forth in Section I of the Advaxis Disclosure Letter, Advaxis Neither Midnight nor any Midnight Subsidiary has not infringed, is not infringing, and has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has Advaxis Midnight or any Midnight Subsidiary been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of AdvaxisMidnight, there is no infringement by others of Intangibles of AdvaxisMidnight or any Midnight Subsidiary. To the knowledge of AdvaxisAs far as Midnight can foresee, there is no Intangible or asserted Intangible of others that may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects ofof Midnight and the Midnight Subsidiaries taken as a whole. All contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which Midnight or any Midnight Subsidiary is a party, or to which any of its respective businesses, properties, or assets are subject, are in compliance with all laws, rules, regulations, orders, judgments, and decrees binding on Midnight or any Midnight Subsidiary or to which any of its respective businesses, properties, or assets are subject. The trademarks, tradenames, and service marks used by Midnight and the Midnight Subsidiaries to identify, respectively, their products, businesses, and services are as follows: All Night Auto, "moon-man" logo, All Night Lube Express, ANA Preferred Business Management System, ANA Vehicle Diagnostix System, ANA Preferred Customer Network, ANX Xreferred Parts Network, ANA Xxxferred Financial Network, ANA Xxeferred Marketing Network, XXX Facility Management System, XXX Preferred Equipment Network, ANA Local Area Network and ANA Xxxferred Supplier Network. Neither xxe Midnight Shareholders, xny director, officer, or employee of Midnight or any Midnight Subsidiary, any relative or affiliate of the Midnight Shareholders or any such director, officer, or employee, nor any other corporation or enterprise in which the Midnight Shareholders, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of Midnight or any Midnight Subsidiary.