Common use of Patents, Trademarks, Etc Clause in Contracts

Patents, Trademarks, Etc. (a) Section 4.11 of the Schedule ------------------------- correctly lists all domestic and foreign letters patent, patent applications, patent, technology and know-how licenses and royalty agreements, trade names, trademark (including service xxxx) registrations and applications, common law trademarks, trademark licenses and royalty agreements, copyrights, copyright registrations and applications and copyright licenses and royalty agreements ("Intellectual Property") used or held by the Company or any of its Subsidiaries. Unless otherwise indicated in Section 4.11 of the Schedule, the Company or such Subsidiary either owns or has the right to use (in the manner presently being used by the Company or such Subsidiary) by license, sublicense, agreement, or permission all of the Intellectual Property set forth on Section 4.11 of the Schedule. Except as otherwise set forth in Section 4.11 of the Schedule, the Company has not granted a license, nor reached an understanding with any person, nor entered into a written agreement, relating in whole or in part, to any of the Intellectual Property used in connection with the conduct of the Company's business, and there has been no assertion thereof by any Person. To the Company's Knowledge, there is no infringement or other adverse claim against the rights of the Company with respect to any of the Intellectual Property used or owned by the Company in connection with the conduct of its business. None of the Intellectual Property is subject to any pending or, to the Company's Knowledge, threatened litigation or other adverse claims except as set forth in Section 4.11 of the Schedule. Neither the Company nor any of its Subsidiaries has received notice that the use by it of such Intellectual Property may infringe upon or conflict with any intellectual property rights of any person. Subject to securing the consents, waivers and approvals set forth in Section 4.11 of the Schedule, the execution and delivery of this Agreement by the Company and the consummation of the Merger will not give to any person any interests or rights, including rights of termination or cancellation, in or with respect to any of the Intellectual Property owned, used or held by the Company or any of its Subsidiaries in connection with the conduct of the Company's business.

Patents, Trademarks, Etc. (a) Section SECTION 4.11 of the Schedule ------------------------- correctly lists all domestic and foreign letters patent, patent applications, patent, technology and know-how licenses and royalty agreements, trade names, trademark (including service xxxx) registrations and applications, common law trademarks, trademark licenses and royalty agreements, copyrights, copyrights and copyright registrations and applications and copyright licenses and royalty agreements ("Intellectual PropertyINTELLECTUAL PROPERTY") used or held by the Company or any of its Subsidiaries. Unless otherwise indicated in Section SECTION 4.11 of the Schedule, the Company or such Subsidiary either owns or has the right to use (in the manner presently being used by the Company or such Subsidiary) by license, sublicense, agreement, or permission all of the Intellectual Property set forth on Section SECTION 4.11 of the Schedule. Except as otherwise set forth in Section SECTION 4.11 of the Schedule, the Company has not granted a license, nor reached an understanding with any person, nor entered into a written agreement, relating in whole or in part, to any of the Intellectual Property of the Company used in connection with the conduct of the Company's its business, and there has been no assertion thereof by any Person. To the Company's Knowledge, there is no infringement or other adverse claim against the rights of the Company with respect to any of the Intellectual Property used or owned by the Company in connection with the conduct of its business. None of the Intellectual Property is subject to any pending or, to the Company's Knowledge, threatened litigation or other adverse claims except as set forth in Section SECTION 4.11 of the Schedule. Neither the Company nor any of its Subsidiaries has received written notice or, to the Company's Knowledge, oral notice that the use by it of such Intellectual Property may infringe upon or conflict with any intellectual property rights of any personPerson. Subject to securing the consents, waivers and approvals set forth in Section SECTION 4.11 of the Schedule, the execution and delivery of this Agreement by the Company and the consummation of the Merger will not give to any person Person any interests or rights, including rights of termination or cancellation, in or with respect to any of the Intellectual Property owned, used or held by the Company or any of its Subsidiaries in connection with the conduct of the Company's businessSubsidiaries.

Patents, Trademarks, Etc. (a) Section 4.11 Set forth in Schedule 3.14 is a list and brief description of the Schedule ------------------------- correctly lists all domestic and foreign letters patentpatents, patent rights, patent applications, patenttrademarks, technology trademark applications, service marks, service xxxx applications, trade names and know-how copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company and each Subsidiary, or of which the Company or any Subsidiary is a licensor or licensee or in which the Company or any Subsidiary has any right, and in each case a brief description of the nature of such right. The Company and each Subsidiary currently has all licenses and royalty agreementsor other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, trademark (including service xxxx) registrations and applications, common law trademarks, trademark licenses and royalty agreements, copyrights, copyright registrations manufacturing processes, formulae, trade secrets and applications and copyright licenses and royalty agreements know how (collectively, "Intellectual Property") used or held by which the Company or any of its Subsidiaries. Unless otherwise indicated in Section 4.11 of the Schedule, the Company Subsidiary presently believes are necessary or such Subsidiary either owns or has the right desirable to use (in the manner presently being used by the Company or such Subsidiary) by license, sublicense, agreement, or permission all of the Intellectual Property set forth on Section 4.11 of the Schedule. Except as otherwise set forth in Section 4.11 of the Schedule, the Company has not granted a license, nor reached an understanding with any person, nor entered into a written agreement, relating in whole or in part, to any of the Intellectual Property used in connection with the conduct of the Company's business, and there has been no assertion thereof by any Person. To the Company's Knowledge, there is no infringement or other adverse claim against the rights of the Company with respect to any of the Intellectual Property used or owned by the Company in connection with the conduct of its business. None of the Intellectual Property business as conducted and proposed to be conducted, and no claim is subject to any pending or, to the Company's Knowledgeor any Subsidiary's knowledge, threatened litigation or other adverse claims except as set forth in Section 4.11 threatened, to the effect that the operations of the ScheduleCompany or any Subsidiary infringe upon or conflict with the asserted rights of any other person under any Intellectual Property. No claim is pending or, to the Company's or any Subsidiary's knowledge, threatened, to the effect that any such Intellectual Property owned or licensed by the Company or any Subsidiary, or which the Company or any Subsidiary otherwise has the right to use, is invalid or unenforceable by the Company or such Subsidiary. To the Company's knowledge, all technical information developed by and belonging to the Company and each Subsidiary which has not been patented has been kept confidential. Neither the Company nor any of its Subsidiaries Subsidiary has received notice that the use by it of such Intellectual Property may infringe upon granted or conflict with any intellectual property rights of any person. Subject to securing the consents, waivers and approvals set forth in Section 4.11 of the Schedule, the execution and delivery of this Agreement by the Company and the consummation of the Merger will not give assigned to any other person or entity any interests right to manufacture, have manufactured, assemble or rights, including rights sell the products or proposed products or to provide the services or proposed services of termination or cancellation, in or with respect to any of the Intellectual Property owned, used or held by the Company or any of its Subsidiaries in connection with the conduct of the Company's businessSubsidiary.

Patents, Trademarks, Etc. (a) Section 4.11 Seller has previously ------------------------ delivered to Buyer a true and complete list of all Intellectual Property Rights filed by, or issued or registered to, the Schedule ------------------------- correctly lists Companies or the Company Subsidiaries and all domestic material intellectual property license agreements to which the Companies or the Company Subsidiaries are a party. With respect to registered trademarks, such list sets forth a list of all jurisdictions in which such trademarks are registered or applied for and all registration and application numbers. (i) The Companies or the Company Subsidiaries own or possess adequate licenses or other valid rights to use all United States and foreign letters patentpatents, patent applications, patent, technology and know-how licenses and royalty agreementstrademarks (registered or unregistered), trade names, trademark (including service xxxx) registrations and applicationsmarks, common law trademarks, trademark licenses and royalty agreements, copyrights, copyright registrations copyrights and applications and copyright licenses registrations therefor, trade secrets and royalty agreements other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, which are material to the conduct of the business of the Companies and the Company Subsidiaries taken as a whole (the "Intellectual PropertyProperty Rights"), (ii) used or held by the Company or any of its Subsidiaries. Unless otherwise indicated in Section 4.11 as of the Scheduledate of this Agreement, the Company or such Subsidiary either owns or has the right to use (in the manner presently being used by the Company or such Subsidiary) by license, sublicense, agreement, or permission all validity of the Intellectual Property set forth on Section 4.11 Rights and the title or rights to use thereof of the Schedule. Except Companies or the Company Subsidiaries are not being questioned in any litigation to which the Companies or the Company Subsidiaries is a party, nor to the knowledge of Seller, is any such litigation threatened, (iii) as otherwise set forth in Section 4.11 of the Scheduledate of this Agreement, none of the Companies or the Company Subsidiaries has not granted received notice that is a license, nor reached an understanding party to any litigation in connection with which a Person has alleged that the conduct of the business of the Companies or the Company Subsidiaries infringed or infringes with any personvalid patents, nor entered into a written agreementtrademarks, relating in whole trade name, service marks or in partcopyrights of others, nor, to the knowledge of Seller, is any such litigation threatened, and (iv) to the knowledge of Seller, (A) no Person is materially infringing upon or violating any of the Intellectual Property used in connection with the conduct of the Company's business, Rights and there has been (B) no assertion thereof by any Person. To the Company's Knowledge, there material claim is no infringement pending or other adverse claim against the rights of the Company with respect threatened to any of the Intellectual Property used or owned by the Company in connection with the conduct of its business. None of the Intellectual Property is subject to any pending or, to the Company's Knowledge, threatened litigation or other adverse claims except as set forth in Section 4.11 of the Schedule. Neither the Company nor any of its Subsidiaries has received notice that the use by it of such Intellectual Property may infringe upon or conflict with any intellectual property rights of any person. Subject to securing the consents, waivers and approvals set forth in Section 4.11 of the Schedule, the execution and delivery of this Agreement by the Company and the consummation of the Merger will not give to any person any interests or rights, including rights of termination or cancellation, in or with respect to any of the Intellectual Property owned, used or held by the Company or any of its Subsidiaries in connection with the conduct of the Company's businesseffect.

Patents, Trademarks, Etc. (a) Set forth in Section 4.11 2.9(a) of the Disclosure Schedule ------------------------- correctly lists is a list and brief description of all domestic and foreign letters patentpatents, patent rights, patent applications, patenttrademarks, technology trademark applications, service marks, service xxxx applications, trade names and copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. Except as set forth in Section 2.9(a) of the Disclosure Schedule, the Company owns or possesses adequate fully paid or perpetual licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know-how licenses and royalty agreements(collectively, trade names, trademark (including service xxxx) registrations and applications, common law trademarks, trademark licenses and royalty agreements, copyrights, copyright registrations and applications and copyright licenses and royalty agreements ("“Intellectual Property"”) used necessary or held desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best of the Company’s knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company Company, or any of its Subsidiaries. Unless otherwise indicated in Section 4.11 of the Schedule, which the Company or such Subsidiary either owns or otherwise has the right to use (in the manner presently being used use, is invalid or unenforceable by the Company, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). All prior art known to the Company which may be or may have been pertinent to the examination of any United States patent or patent application listed in Section 2.9(a) of the Disclosure Schedule has been cited to the United States Patent and Trademark Office. The Company has entered into a written agreement with each past and present employee of the Company, consultant, advisor and independent contractor who may have or have had access to the Intellectual Property that requires such Subsidiary) by licenseemployee, sublicenseconsultant, agreement, or permission advisor and independent contractor to protect the confidentiality of all of the Intellectual Property set forth on Section 4.11 Property, to not use any of the ScheduleIntellectual Property other than on behalf of the Company, and to assign to the Company all of such person’s right, title and interest with respect to all work and inventions relating to the Company or the Intellectual Property. The Company has taken reasonable precautions to maintain the confidentiality of its trade secrets, know-how and other confidential Intellectual Property in connection with any disclosure to customers and potential customers of the Company who may have or have had access to such Intellectual Property. Except as otherwise set forth in Section 4.11 2.9(a) of the Disclosure Schedule, the Company has not granted a licenseor assigned to any other person or entity any right to manufacture, nor reached an understanding with have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company. (b) Each Founder hereby confirms the prior assignment to the Company of all right, title and interest, if any, in and to all rights of inventorship and authorship, rights in patents and patent applications, all copyrights, all trademark and service xxxx rights, all rights in trade secret and proprietary information, all rights of attribution and integrity and other moral rights, and all other intellectual property rights of any persontype in so far as such intellectual property rights relate to such Founder’s collective or individual endeavors regarding the Company’s products and services, nor entered into a written agreementas well as all other intellectual property rights relating thereto (collectively, relating in whole or in partthe “Founder IP Rights”). Prior to the transfer of the Founder IP Rights to the Company by such Founder, there was no claim pending or, to the best of each Founder’s knowledge, threatened to the effect that such Founder’s ownership or use of such Founder IP Rights infringed upon or conflicted with the asserted rights of any other person. Prior to the transfer of the Intellectual Property used Founder IP Rights to the Company by such Founder, there was no claim pending or, to the best of such Founder’s knowledge, threatened to the effect that all or any portion of such Founder IP Rights were invalid or unenforceable by such Founder. Each Founder has executed and delivered such instruments of sale, transfer, conveyance and assignment, and has taken such other action necessary to effectively sell, transfer, convey assign and deliver to, and vest in, the Company, all right, title and interest in connection with and to the Founder IP Rights. The Founder IP Rights represent all of the intellectual property at any time owned or licensed by each Founder which is necessary to the conduct of the Company's business, ’s business as presently conducted and there proposed to be conducted. No Founder has been no assertion thereof by retained any Person. To the Company's Knowledge, there is no infringement ownership interest or other adverse claim against the rights of the Company with respect license to any of the Intellectual Property used or owned by the Company in connection with the conduct of its business. None of the Intellectual Property is subject necessary to any pending or, to the Company's Knowledge, threatened litigation or other adverse claims except as set forth in Section 4.11 of the Schedule. Neither the Company nor any of its Subsidiaries has received notice that the use by it of such Intellectual Property may infringe upon or conflict with any intellectual property rights of any person. Subject to securing the consents, waivers and approvals set forth in Section 4.11 of the Schedule, the execution and delivery of this Agreement by the Company and the consummation of the Merger will not give to any person any interests or rights, including rights of termination or cancellation, in or with respect to any of the Intellectual Property owned, used or held by the Company or any of its Subsidiaries in connection with the conduct of the Company's business’s business as presently conducted and proposed to be conducted.

Patents, Trademarks, Etc. (a) Section SECTION 4.11 of the Schedule ------------------------- correctly lists all domestic and foreign letters patent, patent applications, patent, technology and know-how licenses and royalty agreements, trade names, trademark (including service xxxx) registrations and applications, common law trademarks, trademark licenses and royalty agreements, copyrights, copyright registrations and applications and copyright licenses and royalty agreements ("Intellectual PropertyINTELLECTUAL PROPERTY") used or held by the Company or any of its Subsidiaries. Unless otherwise indicated in Section SECTION 4.11 of the Schedule, the Company or such Subsidiary either owns or has the right to use (in the manner presently being used by the Company or such Subsidiary) by license, sublicense, agreement, or permission all of the Intellectual Property set forth on Section SECTION 4.11 of the Schedule. Except as otherwise set forth in Section SECTION 4.11 of the Schedule, the Company has not granted a license, nor reached an understanding with any person, nor entered into a written agreement, relating in whole or in part, to any of the Intellectual Property used in connection with the conduct of the Company's business, and there has been no assertion thereof by any Person. To the Company's Knowledge, there is no infringement or other adverse claim against the rights of the Company with respect to any of the Intellectual Property used or owned by the Company in connection with the conduct of its business. None of the Intellectual Property is subject to any pending or, to the Company's Knowledge, threatened litigation or other adverse claims except as set forth in Section SECTION 4.11 of the Schedule. Neither the Company nor any of its Subsidiaries has received notice that the use by it of such Intellectual Property may infringe upon or conflict with any intellectual property rights of any person. Subject to securing the consents, waivers and approvals set forth in Section SECTION 4.11 of the Schedule, the execution and delivery of this Agreement by the Company and the consummation of the Merger will not give to any person any interests or rights, including rights of termination or cancellation, in or with respect to any of the Intellectual Property owned, used or held by the Company or any of its Subsidiaries in connection with the conduct of the Company's business.

Patents, Trademarks, Etc. (a) Section 4.11 of the Schedule ------------------------- correctly lists 2.28 hereto sets forth all domestic and foreign letters patent, patents, patent applications, patentpatent licenses, technology and computer programs, proprietary software (not shelf software, which costs less than five thousand dollars ($5,000.00) per year), software licenses, microfiche, know-how licenses and royalty agreementslicenses, copyrights, unpatented inventions, trademarks, service marks, trade names, trademark (including trademarks and service xxxx) registrations mark xxxistrations and applications, common law trademarks, trademark licenses and royalty agreements, copyrights, copyright registrations and applications and copyright licenses and royalty agreements similar industrial, commercial or intellectual rights owned or applied for by the Company or the Company Subsidiaries or used in connection with the operation of the business of the Company or the Company Subsidiaries (hereinafter referred to as the "Company Intellectual Property") used ). Except as indicated on Schedule 2.28 hereto, there are no claims or held by demands of any person, firm or corporation pertaining to the Company Intellectual Property, and no proceedings have been instituted, or are pending or, to the best knowledge of the Company, threatened which challenge the rights of the Company or any of its Subsidiaries. Unless otherwise indicated in Section 4.11 of the Schedule, the Company or such Subsidiary either owns or has the right to use (Subsidiaries in the manner presently being used by the Company or such Subsidiary) by license, sublicense, agreement, or permission all of the Intellectual Property set forth on Section 4.11 of the Schedule. Except as otherwise set forth in Section 4.11 of the Schedule, the Company has not granted a license, nor reached an understanding with any person, nor entered into a written agreement, relating in whole or in part, to any of the Intellectual Property used in connection with the conduct of the Company's businessrespect thereof, and there has been no assertion thereof by any Person. To the Company's Knowledge, there is no infringement or other adverse claim against the rights none of the Company with respect to any of the Intellectual Property used or owned by the Company in connection with the conduct of its business. None of the Intellectual Property is subject to any pending oroutstanding order, to decree, judgment, stipulation, injunction, restriction or agreement restricting the scope or the use thereof. To the best knowledge of the Company's Knowledge, threatened litigation or other adverse claims except as set forth in Section 4.11 of the Schedule. Neither neither the Company nor any of its the Company Subsidiaries is infringing or violating, and during the past five (5) years has received notice that the use by it not infringed or violated, any adversely held patent, copyright, trademark, service mark, xxade name or similar right, or engaged in any kind of such Intellectual Property may infringe upon unfair or conflict with unlawful competition or wrongfully used any intellectual property rights confidential information or trade secrets or patentable inventions of any person. Subject to securing the consents, waivers and approvals set forth in Section 4.11 former employee of the Schedule, the execution and delivery of this Agreement by the Company and the consummation of the Merger will not give to any person any interests or rights, including rights of termination or cancellation, in or with respect to any of the Intellectual Property owned, used or held by the Company or any of its the Company Subsidiaries in connection with or any other person, firm or corporation. To the conduct best knowledge of the Company's business., neither the Company nor any of the Company Subsidiaries is wrongfully using any such information nor does any of them have any knowledge of any patented device or application

Patents, Trademarks, Etc. (a) Section 4.11 of The Company and its Subsidiaries own or are licensed or otherwise have the Schedule ------------------------- correctly lists right to use all domestic and foreign letters patentpatents, patent applicationstrademarks, patent, technology and know-how licenses and royalty agreementsservice marks, trade names, trademark (including service xxxx) registrations and applications, common law trademarks, trademark licenses and royalty agreementsdomain names, copyrights, copyright know-how, trade secrets, licenses, franchises and other rights, including, without limitation, with respect to all software developed, owned or licensed by the Company (collectively, the "RIGHTS"), being used to conduct their businesses as now operated. SCHEDULE 3.20 sets forth a complete list of licenses or other Contractual Obligations relating to the Company's and its Subsidiaries' Rights, patents and registrations and applications for registration of such Rights and copyright licenses material unregistered Rights used in the conduct of the business of the Company and royalty agreements ("Intellectual Property") used its Subsidiaries. No Right or held product, process, method, substance or other material presently sold by or employed by the Company or any of its Subsidiaries. Unless otherwise indicated in Section 4.11 of the Schedule, or which the Company or such Subsidiary either owns any of its Subsidiaries contemplates selling or employing, infringes upon the Rights that are owned by others. No litigation is pending and no claim has been made against the Company or any of its Subsidiaries or, to the knowledge of the Company, is threatened, contesting the right of the Company or any of its Subsidiaries to sell or use (in the manner any Right or product, process, method, substance or other material presently being used sold by or employed by the Company or such Subsidiary) by license, sublicense, agreement, or permission all of the Intellectual Property set forth on Section 4.11 of the Schedule. Except as otherwise set forth in Section 4.11 of the Schedule, the Company has not granted a license, nor reached an understanding with any person, nor entered into a written agreement, relating in whole or in part, to any of the Intellectual Property used in connection with the conduct of the Company's business, and there has been no assertion thereof by any Person. To the Company's Knowledge, there is no infringement or other adverse claim against the rights of the Company with respect to any of the Intellectual Property used or owned by the Company in connection with the conduct of its business. None of the Intellectual Property is subject to any pending or, to the Company's Knowledge, threatened litigation or other adverse claims except as set forth in Section 4.11 of the ScheduleSubsidiaries. Neither the Company nor any of its Subsidiaries has received notice that the use asserted any claim of infringement, misappropriation or misuse by it of such Intellectual Property may infringe upon or conflict with any intellectual property rights Person of any person. Subject to securing the consents, waivers and approvals set forth in Section 4.11 of the Schedule, the execution and delivery of this Agreement by the Company and the consummation of the Merger will not give to any person any interests or rights, including rights of termination or cancellation, in or with respect to any of the Intellectual Property owned, used or held Rights owned by the Company or any of its Subsidiaries or to which any of them have exclusive use. Except as set forth on SCHEDULE 3.20, no employee, officer or consultant of the Company or any of its Subsidiaries has any proprietary, financial or other interest in connection with any Rights owned or used by the conduct Company or its Subsidiaries in their businesses. Except as set forth on SCHEDULE 3.20, neither the 20 Company nor any of its Subsidiaries has any obligation to compensate any Person for the use of any Rights and neither the Company nor any of its Subsidiaries has granted any license or other right to use any of the Rights of the Company or it Subsidiaries, whether requiring the payment of royalties or not. The Company and its Subsidiaries have taken all reasonable measures to protect and preserve the security, confidentiality and value of their Rights, including trade secrets and other confidential information, including, without limitation, all algorithms, methods, technology or know-how incorporated or embedded in, or underlying, software licensed by the Company to third parties. All trade secrets and other confidential information of the Company and its Subsidiaries are presently valued and protectible and are not part of the public domain or knowledge, nor have they been used, divulged or appropriated for the benefit of any Person other than the Company or its Subsidiaries or otherwise to the detriment of the Company or its Subsidiaries. No employee or consultant of the Company or its Subsidiaries has used any trade secrets or other confidential information of any other Person in the course of his work for the Company or its Subsidiaries. To the Company's businessknowledge, no patent, invention, device, principle or any statute, law, rule, regulation, standard or code is pending or proposed which would restrict the Company's or any Subsidiary's ability to use any of the Rights.

Patents, Trademarks, Etc. (a) Section 4.11 To the best of the Schedule ------------------------- correctly lists Company's knowledge, the Company and its subsidiaries own, or have the right to use all domestic and foreign letters patentpatents trademarks, patent applications, patent, technology and know-how licenses and royalty agreementsservice names, trade names, trademark (including service xxxx) registrations and applications, common law trademarks, trademark licenses and royalty agreements, copyrights, copyright registrations and applications and copyright licenses and royalty agreements ("Intellectual Property") used or held by the Company or any of its Subsidiaries. Unless otherwise indicated in Section 4.11 of the Schedulelicenses, the Company or such Subsidiary either owns or has the right to use (in the manner presently being used by the Company or such Subsidiary) by licensetrade secrets, sublicense, agreement, or permission all of the Intellectual Property set forth on Section 4.11 of the Schedule. Except as otherwise set forth in Section 4.11 of the Schedule, the Company has not granted a license, nor reached an understanding with any person, nor entered into a written agreement, relating in whole or in part, to any of the Intellectual Property used in connection with the conduct of the Company's business, and there has been no assertion thereof by any Person. To the Company's Knowledge, there is no infringement information or other adverse claim against proprietary rights necessary to their business as now conducted or proposed to be conducted without conflict with or infringement of the rights of the Company with respect to any of the Intellectual Property used others, and have not received a notice that they are infringing upon or owned by the Company in connection with the conduct of its business. None of the Intellectual Property is subject to any pending or, otherwise acting adversely to the Company's Knowledge, threatened litigation right or other adverse claims except as set forth in Section 4.11 of the Schedule. Neither the Company nor any of its Subsidiaries has received notice that the use by it of such Intellectual Property may infringe upon or conflict with any intellectual property rights claimed right of any person. Subject to securing the consents, waivers and approvals set forth in Section 4.11 of the Schedule, the execution and delivery of this Agreement by the Company and the consummation of the Merger will not give to any person any interests or rights, including rights of termination or cancellation, in under or with respect to any of the Intellectual Property ownedforegoing, used and to the Company's best knowledge there is no basis for any such claim. The Company is not aware of any violation by a third party of any patents, trademarks, service marks, trade names, copyrights, trade secrets or held by other proprietary rights of the Company or its subsidiaries. The Company is not aware that any employees of the Company or its subsidiaries are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreements, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or its subsidiaries or that would conflict with the business of the Company or its subsidiaries as proposed to be conducted (as described in the Company's Form 10-KSB for the fiscal year ended December 31, 1997). The Company does not believe it is or will be necessary for the Company or its subsidiaries to utilize any inventions of any of their employees made prior to the commencement of their employment, except for inventions that have been assigned to the Company or its Subsidiaries in connection with the conduct subsidiaries. Schedule 3.9 hereto contains a complete list of the Company's businessand its subsidiaries' patents and registered trademarks, service marks, trade names, and copyrights, and all pending applications therefor. Except as set forth in Schedule 3.9 hereto, there are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company or its subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity.

Patents, Trademarks, Etc. (a) Section 4.11 Set forth on Schedule 2.14 is a list and brief description of the Schedule ------------------------- correctly lists all domestic and foreign letters patent------------- patents, patent rights, patent applications, patenttrademarks, technology trademark applications, service marks, service xxxx applications, trade names and know-how licenses registered copyrights, and royalty agreementsall applications for such that are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right and the expiration date thereof or the date on which the Company's rights therein terminates. The Company owns or possesses sufficient legal rights to all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, trademark (including service xxxx) registrations and applications, common law trademarks, trademark licenses and royalty agreements, copyrights, copyright registrations manufacturing processes, formulae, trade secrets, customer lists, proprietary rights and applications and copyright licenses and royalty agreements know how (collectively, the "Intellectual ------------ Property") used necessary or held by the Company or any of its Subsidiaries. Unless otherwise indicated in Section 4.11 of the Schedule, the Company or such Subsidiary either owns or has the right desirable to use (in the manner presently being used by the Company or such Subsidiary) by license, sublicense, agreement, or permission all of the Intellectual Property set forth on Section 4.11 of the Schedule. Except as otherwise set forth in Section 4.11 of the Schedule, the Company has not granted a license, nor reached an understanding with any person, nor entered into a written agreement, relating in whole or in part, to any of the Intellectual Property used in connection with the conduct of the Company's business, and there has been no assertion thereof by any Person. To the Company's Knowledge, there is no infringement or other adverse claim against the rights of the Company with respect to any of the Intellectual Property used or owned by the Company in connection with the conduct of its businessbusiness as conducted -------- and as proposed to be conducted. None The Company's use of said Intellectual Property does not require the consent of any other Person and the Intellectual Property is subject to owned exclusively by the Company, free and clear of any liens or encumbrances of any other Person. The Company has not received any communications alleging that, and no claim is pending or, to the knowledge of the Company's Knowledge, threatened litigation or other adverse claims except as set forth in Section 4.11 to the effect that, the operations of the Schedule. Neither the Company nor any of its Subsidiaries has received notice that the use by it of such Intellectual Property may infringe upon or conflict with any intellectual property the asserted rights of any personother Person under any Intellectual Property, and there is no basis known to the Company for any such claim (whether or not pending or threatened). Subject No claim is pending or, to securing the consentsknowledge of the Company, waivers threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and approvals there is no basis known to the Company for any such claim (whether or not pending or threatened). To the knowledge of the Company, all technical information developed by and belonging to the Company which has not been patented or copywritten has been kept confidential. (b) Except for agreements with its own employees or consultants and standard content license agreements set forth on Schedule 2.18, there are no ------------- outstanding options, licenses, or agreements of any kind relating to the Intellectual Property, nor is the Company bound by or a party to any options, licenses, or agreements of any kind with respect to the Intellectual Property of any other Person. Except as set forth in Section 4.11 Schedule 2.14, to the knowledge of the Schedule------------- Company, the execution and delivery of this Agreement by the Company and the consummation of the Merger will not give to any person any interests or rights, including rights of termination or cancellation, in or with respect to any of the Intellectual Property owned, used or held by the Company or any of its Subsidiaries in connection with the conduct none of the Company's businessemployees is obligated under any contract (including licenses, covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree, or order of any court or administrative agency, that would interfere with the use of such employee's best efforts to promote the interest of the Company or that would conflict with the Company's business as proposed to be conducted. No current or former shareholder, employee, officer or director of the Company has (directly or indirectly) any right, title or interest in any of the rights described on Schedule 2.14 other than such right which such Person may enjoy as a shareholder ------------- of the Company. (c) To the knowledge of the Company, the Company is not in any way making an unlawful or wrongful use of any confidential information, know-how, or trade secrets of any other Person, including without limitation any former employer of any present or past employee of the Company. The Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company. The Company has not granted or assigned to any other Person any right to manufacture, have manufactured, assemble or sell the products or, proposed products or to provide the services or proposed services of the Company.

Patents, Trademarks, Etc. (a) Schedule 2B.11 to be provided to Buyer in accordance with Section 4.11 6.11 sets forth a complete and accurate listing of the Schedule ------------------------- correctly lists all domestic Canadian, United States and foreign letters patentpatents, patent applications, patent, technology and know-how licenses and royalty agreementstrademarks, trade names, trademark (including service xxxx) marks industrial design and copyrights used in the conduct of the businesses of the Company, whether registered or unregistered, and any applications or registrations therefor. Except as set forth in Schedule 2B.11, the Company solely owns and applicationshas the exclusive right to hold and use, common law free and clear of any payment or encumbrance, all such patents, trademarks, trademark licenses trade names, service marks and royalty agreementscopyrights (all such patents, copyrightstrademarks, copyright registrations trade names, service marks and applications and copyright licenses and royalty agreements (copyrights being hereinafter collectively referred to as the "Intellectual Property") used or held by the Company or any of its Subsidiaries). Unless otherwise indicated in Section 4.11 Each of the Schedule, the Company or such Subsidiary either owns or has the right to use (in the manner presently being used by the Company or such Subsidiary) by license, sublicense, agreement, or permission all of the aforesaid Intellectual Property set forth on Section 4.11 of the Scheduleis valid, subsisting and enforceable. Except as otherwise set forth in Section 4.11 of the Schedule, the Company has not granted a license, nor reached an understanding with any person, nor entered into a written agreement, relating in whole or in part, to any of the Intellectual Property used in connection with the conduct of the Company's business, and there has been no assertion thereof by any Person. To the Company's KnowledgeSchedule 2B.11, there is no infringement claim or other adverse claim against demand of any person pertaining to, or any proceedings which are pending or, to the knowledge of Sellers, threatened, which challenge the exclusive rights of the Company with in respect to of any of the Intellectual Property used whether registered or owned by the Company in connection with the conduct of its businessunregistered. None of the No Intellectual Property is subject to any pending oroutstanding order, ruling, decree, judgment or stipulation by or with any court, arbitrator or administrative agency and to the Company's Knowledgeknowledge of the Sellers, threatened litigation or other adverse claims except as set forth in Section 4.11 Schedule 2B.11, none of the Schedule. Neither the Company nor any of its Subsidiaries has received notice that the use by it of such Intellectual Property may infringe upon or conflict with any infringes the intellectual property rights of others or is being infringed by others or is used by others (whether or not such use constitutes infringement). (b) None of the Business know-how (as defined below) in documentary form is held by Seller or any personof their affiliates (other than the Company) and Sellers and their affiliates (other than the Company) do not own or have any right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare derivative works of or sublicense any of the Business know-how. Subject The Company has not granted any licenses or otherwise disclosed nor has agreed to securing disclose any of the consents, waivers and approvals Business know-how except as set forth in Section 4.11 Schedule 2B.11. As used in this paragraph, "Business know-how" shall mean all (A) schematics and other design documentation regardless of the Scheduleform, the execution (B) specifications and delivery performance criteria, (C) operating instructions and maintenance manuals, (D) source and object code copies of software and firmware and (E) prototypes, models or samples, in each case, which (i) are set forth on Schedule II attached to this Agreement Agreement, (ii) are owned by the Company and the consummation of the Merger will not give to any person any interests or rights, including rights of termination or cancellation, in or with respect to any of the Intellectual Property owned, (iii) are used or held primarily by the Company or any of its Subsidiaries in connection with held for use by the conduct Company as of the Company's businessClosing Date.

Patents, Trademarks, Etc. (a) Section 4.11 The Company and each Subsidiary legally and beneficially owns and/or has the subsisting licenses, permissions or any other contract rights to use all Intellectual Property material to the conduct of its business (collectively, “IP Rights”) without any known conflict with or known infringement of the IP Rights of others. Schedule ------------------------- correctly lists all domestic 5.17(a) sets forth a complete list of Licenses or other Contractual Obligations relating to the Company’s IP Rights (other than off the shelf computer software and foreign letters patentprograms and Licenses and Contractual Obligations entered in the ordinary course of business) and of registrations of patents, patent applicationsTrademarks and copyrights including any applications therefor with respect to such IP Rights. Except as set forth in Schedule 5.17(a), patentneither the Company nor any Subsidiary has any obligation to pay any royalty with respect to the IP Rights. (b) Except as set forth in Schedule 5.17(b), technology no claims have been asserted by any Person with respect to the use by the Company or any Subsidiary of any such IP Rights or challenging or questioning the validity or effectiveness of any License or agreement held by the Company or its Subsidiaries or to which it is a party relating to any such IP Rights. To the Knowledge of the Company, the conduct of the business of the Company and know-how licenses its Subsidiaries as conducted does not conflict with or infringe upon the IP Rights of others, and royalty agreementsneither the Company nor any Subsidiary has received any communication alleging any such violation. To the Knowledge of the Company, trade namesno third party is infringing or violating any of the IP Rights of the Company or its Subsidiaries. To the Knowledge of the Company, trademark no person employed by or affiliated with the Company or its Subsidiaries has violated any confidential relationship that such person may have had with any third party, in connection with the development or sale of any product or service or proposed product or service of the Company or its Subsidiaries. (c) None of the Company’s or any Subsidiary’s products contain any code or feature that intentionally: (i) disrupts the operation of any software, firmware, hardware, computer system or network, (ii) permits any Person to access software or data in an unauthorized manner, or (iii) deletes, damages or corrupts any personal information, data, or communications. (d) Except as disclosed on Schedule 5.17(d) (which schedule shall, for the avoidance of doubt, list the aggregate amounts, if any, due and owing to any Person), to the Knowledge of the Company, no IP Rights of the Company or any of its Subsidiaries is subject to any third party rights (including service xxxx) registrations and applicationsthe payment of royalties), common law trademarksrestriction, trademark licenses and royalty agreementsconstraint, copyrightscontrol, copyright registrations and applications and copyright licenses and royalty agreements ("Intellectual Property") used supervision or held limitation as a result of the receipt or use by the Company or any of its Subsidiaries. Unless otherwise indicated in Section 4.11 , respective current or former directors, officers, employees or independent contractors of the Scheduleany funding, the Company or such Subsidiary either owns or has the right to use (facilities, personnel in the manner presently being used by the Company or such Subsidiary) by license, sublicense, agreement, or permission all of the Intellectual Property set forth on Section 4.11 of the Schedule. Except as otherwise set forth in Section 4.11 of the Schedule, the Company has not granted a license, nor reached an understanding with any person, nor entered into a written agreement, relating in whole or in part, to any of the Intellectual Property used in connection with the conduct of the Company's business, and there has been no assertion thereof by any Person. To the Company's Knowledge, there is no infringement or other adverse claim against the rights of the Company with respect to any of the Intellectual Property used or owned by the Company in connection with the conduct of its business. None of the Intellectual Property is subject to any pending or, to the Company's Knowledge, threatened litigation or other adverse claims except as set forth in Section 4.11 of the Schedule. Neither the Company nor any of its Subsidiaries has received notice that the use by it of such Intellectual Property may infringe upon or conflict with any intellectual property rights development of any person. Subject to securing the consents, waivers and approvals set forth in Section 4.11 IP Rights of the Schedule, the execution and delivery of this Agreement by the Company and the consummation of the Merger will not give to any person any interests or rights, including rights of termination or cancellation, in or with respect to any of the Intellectual Property owned, used or held by the Company or any of its Subsidiaries. (e) The Company and its Subsidiaries are, and at all times have been in connection the past four(4) years preceding the date hereof, in compliance, in all material respects, with (i) all applicable federal, state, local and foreign laws, rules and regulations governing (A) data security and cyber security, (B) the collection, storage, use, access, disclosure, processing, security, and transfer of Personal Data (referred to collectively in this Agreement as “Data Activities”), such as, to the extent applicable, the Regulation (EU) 2016/679 of the European Parliament and of the Council (General Data Protection Regulation) and any European Union member state law implementing said regulation, and (C) the use of Personal Data in sales or marketing, and electronic communications, such as, to the extent applicable, the CAN-SPAM Act, the Telephone Consumer Protection Act, and the Telemarketing Sales Rule ((A), (B) and (C) together “Privacy Laws”); (ii) requirements of self-regulatory programs, including for online behavioral advertising which the Company or a Subsidiary has participated in; and (iii) all contracts (or portions thereof) to which the Company or a Subsidiary is a party that govern Data Activities, such as, to the extent applicable, the Company’s and its Subsidiaries’ contractual commitments to third party analytics and advertising providers (collectively, “Privacy Agreements”). (f) The Company and its Subsidiaries are, and at all times have been in the past four (4) years preceding the date hereof, in compliance, in all material respects, to the extent applicable to the Company and its Subsidiaries, with the PCI Security Standards Council’s Payment Card Industry Data Security Standard (PCI-DSS) and all other applicable security rules and requirements as promulgated by the PCI Security Standards Council, by any member thereof, or by any entity that functions as a card brand, card association, card network, payment processor, acquiring bank, merchant bank or issuing bank, such as, to the extent applicable to the Company and its Subsidiaries, all merchant- and service provider-specific requirements, and the Payment Application Data Security Standards (PA-DSS) and all applicable audit, scanning and filing requirements (collectively, “PCI Requirements”). (g) The Company and its Subsidiaries have implemented written policies relating to Data Activities, including, without limitation, a publicly posted website privacy policy, mobile app privacy policy, and a commercially reasonable information security program that includes commercially reasonable written information security policies (“Privacy and Data Security Policies”). The Company and its Subsidiaries are and at all times have been, in the past four (4) years preceding the date hereof, in compliance, in all material respects, with all such Privacy and Data Security Policies and the Company and its Subsidiaries do not engage in any undisclosed Personal Data collection on their websites or any third- party websites, except as would not, individually or in the aggregate, reasonably be expected to result in liability material to the Company. To the Knowledge of the Company, neither the execution, delivery, or performance of this Agreement, nor the consummation of any of the transactions contemplated under this Agreement will violate, in any material respect, any applicable Privacy Agreements, Privacy and Data Security Policies, PCI Requirements or Privacy Laws. (h) Except as would not, individually or in the aggregate, reasonably be expected to result in liability material to the Company, the Company and its Subsidiaries have provided notifications to, and have obtained consent from, Persons regarding their Data Activities, including with respect to the Company and its Subsidiaries sharing Personal Data in relation to the transactions contemplated by this Agreement, where such notice or consent is required by applicable Privacy Laws or contract by which the Company or a subsidiary is legally bound. To the Knowledge of the Company, the Company and its Subsidiaries have not (i) received direct written communication from any website owner or operator that the Company’s or its Subsidiaries’ access to such website is unauthorized; (ii) violated in any material respect any written agreement with any material website owner or operator prohibiting scraping activity; (iii) accessed any website’s information through illicitly circumventing a password requirement or similar technological barrier; or (iv) scraped any data from a website that has a clickwrap agreement prohibiting such activity. The Company and its Subsidiaries have all necessary consents and permissions with respect to the information processed by or on behalf of the Company and its Subsidiaries to permit the Purchaser to use, through the Company and its Subsidiaries, such data consistent with the Company and its Subsidiaries’ current operations. (i) To the Knowledge of the Company, there is no pending, nor has there ever been in the past four (4) years preceding the date hereof any, written complaint, audit, proceeding, investigation, or written claim against the Company or a Subsidiary initiated by (i) any Person; (ii) the United States Federal Trade Commission or any state attorney general; (iii) any other governmental entity, foreign or domestic; or any regulatory or self-regulatory entity that has jurisdiction over the Company or its Subsidiaries – alleging that any Data Activity of the Company or a Subsidiary materially violates any applicable Privacy Laws, Privacy Agreements, Privacy and Data Security Policies or PCI Requirements. (j) The Company and its Subsidiaries have taken, in the past four (4) years preceding the date hereof, all commercially reasonable steps designed to protect Personal Data, or customer data, in their possession or control against damage, loss, and against unauthorized access, acquisition, use, modification, disclosure or other misuse. To the Knowledge of the Company, in the past four (4) years preceding the date hereof, there has been no unauthorized access, damage, or modification to, or use, acquisition, loss or disclosure of, Personal Data, or customer data in the possession or control of the Company or any of its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to result in liability material to the Company. The Company and its Subsidiaries have taken, in the past four (4) years preceding the date hereof, commercially reasonable steps and implemented commercially reasonable measures and procedures designed to maintain the Company Systems free from malware and other harmful code, such as, through the use of commercially available antivirus software. To the Knowledge of the Company, except as would not, individually or in the aggregate, reasonably be expected to result in liability material to the Company, there have been, in the past four (4) years preceding the date hereof, no successful unauthorized intrusions or breaches of the security of Company Systems. (k) Except as would not, individually or in the aggregate, reasonably be expected to result in liability material to the Company, the Company and its Subsidiaries contractually require all third parties, such as vendors, affiliates, and other persons providing services to the Company or its Subsidiaries that have access to or receive Personal Data from or on behalf of the Company or its Subsidiaries to comply with all applicable Privacy Laws, and to take commercially reasonable steps designed to protect Personal Data in such third parties’ possession or control against damage, loss, and against unauthorized access, acquisition, use, modification, disclosure or other misuse. (l) Except as set forth on Schedule 5.17(f) or with respect to “shrink wrap” or similar licenses of off the shelf software, to the Knowledge of the Company, all Company Owned Intellectual Property and Company Source Code are wholly and exclusively owned by the Company, except, in the case of Company Source Code, for any third party Intellectual Property contained therein to which the Company has a license or valid right to use free and clear of all options, rights, licenses, restrictions and Liens (except for Permitted Liens), and the Company has not sold, transferred, assigned, promised or otherwise disposed of any rights or interests therein or thereto. (m) Except as set forth on Schedule 5.17(g) or with respect to “shrink wrap” or similar licenses of off the shelf software, to the Knowledge of the Company, no Person who has licensed Intellectual Property or Software to the Company or any Subsidiary has ownership rights or license rights to improvements or other amendments made by the Company or any Subsidiary in such Intellectual Property or Software that is subsequently included in any Company Products, other than with respect to such improvements or other amendments (i) that are owned by or jointly with the Person who licensed the underlying Intellectual Property or Software to which the Company has a valid license that is co-extensive with the license to the underlying Intellectual Property or Software or (ii) that are owned by the Company to which the Person who licensed the underlying Intellectual Property or Software has a non-exclusive license solely to such improvements or other amendments. (n) Except as set forth on Schedule 5.17(h) or with respect to “shrink wrap” or similar licenses of off the shelf software, to the Knowledge of the Company, neither the Company nor any Subsidiary has used any Open Source Materials in a manner that results in the grant of or requires the Company or a Subsidiary to grant a license to or disclose the Company Source Code. (o) Neither the Company nor any Subsidiary has granted to any third party a license to any Company Owned Intellectual Property (other than standard non-exclusive end user licenses provided in the ordinary course of business). (p) In the three (3) years prior to the date hereof, the Company and its Subsidiaries have not received written notice alleging them to be in material breach or default of any agreements (i) to which the Company or a Subsidiary is a party, and (ii) pursuant to which the Company or a Subsidiary is granted the right to use any third Person’s Intellectual Property. Except as disclosed on Schedule 5.17(d), during the three (3) years prior to the Closing Date, neither the Company Owned Intellectual Property (including any use thereof) nor the conduct of the Company's ’s and its Subsidiaries’ business has infringed upon or misappropriated the Intellectual Property of any Person, other than matters resolved by the Company in the ordinary course of business; provided that with respect to (A) infringement of patents, and (B) infringement or misappropriation related to third party music or content displayed through the Company’s or its Subsidiaries’ applications, such representation is made only to the Knowledge of the Company.