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 ▇▇▇▇) registrations and applications, common law trademarks, trademark licenses and royalty agreements, copyrights and 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 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 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 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 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.

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 mark ▇▇▇▇) registrations istrations and applications, common law trademarks, trademark licenses and royalty agreements, copyrights and copyright registrations and applications and copyright licenses 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"). Except as indicated on Schedule 2.28 hereto, there are no claims or demands of any person, firm or corporation pertaining to the Company Intellectual Property, and royalty agreements ("INTELLECTUAL PROPERTY") used no proceedings have been instituted, or held by 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 licenserespect thereof, 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 entered into a written agreement, relating in whole or in part, to any of the Intellectual Property and none of the Company used in connection with the conduct of 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 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 written notice ornot infringed or violated, to the Company's Knowledgeany adversely held patent, oral notice that the use by it copyright, trademark, service mark, ▇▇ade 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 Subsidiaries.the Company Subsidiaries or any other person, firm or corporation. To the best knowledge of the Company, 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 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 ▇▇▇▇) registrations and applications, common law trademarks, trademark licenses and royalty agreementsmarks, copyrights and copyright registrations and applications and copyright licenses registrations therefor, trade secrets and royalty agreements ("INTELLECTUAL PROPERTY") used other intellectual property and proprietary rights, whether or held by not subject to statutory registration or protection, which are material to the conduct of the business of the Companies and the Company or any of its Subsidiaries. Unless otherwise indicated in SECTION 4.11 Subsidiaries taken as a whole (the "Intellectual Property Rights"), (ii) 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 licenseparty 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 valid 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 of the Company used in connection with the conduct of its 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 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 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 Subsidiarieseffect.

Patents, Trademarks, Etc. (a) SECTION 4.11 Set forth on Schedule 2.13 is a list and ------------------------- ------------- brief description of the Schedule correctly lists all domestic and foreign letters patentmaterial patents, patent rights, patent applications, patenttrademarks, technology trademark applications, service marks, service ▇▇▇▇ applications trade names and know-how copyrights owned by or registered in the name of the Company or any Subsidiary, or of which the Company or any Subsidiary is a licensor or licensee or in which the Company or any Subsidiary has any material right, and in each case a brief description of the nature of such right. The Company and its Subsidiaries own or possess adequate licenses and royalty agreementsor other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names, trademark copyrights, manufacturing processes, formulae, trade secrets and know how (including service ▇▇▇▇) registrations and applicationscollectively, common law trademarks, trademark licenses and royalty agreements, copyrights and copyright registrations and applications and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTYIntellectual Property") used necessary to the conduct of their business as conducted, and no claim is pending or, to the knowledge of the Company, threatened to the effect that the operations of the Company infringe upon or held conflict with the asserted rights of any other person under any Intellectual Property, and there is no known basis for any such claim (whether or not pending or threatened), which would have a material adverse effect on the Company and its Subsidiaries, taken as a whole. No claim is pending or, to the knowledge of the Company, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company or any of its Subsidiaries. Unless Subsidiary 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 use, is invalid or unenforceable 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 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 its business, and there has been is no assertion thereof by known basis for any Personsuch claim (whether, or not pending or threatened), which would have a material adverse effect on the Company and its Subsidiaries, taken as a whole. To the Company's Knowledge, there is no infringement or other adverse claim against the rights knowledge of the Company with respect Company, all technical information developed by and belonging 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 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 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 its Subsidiaries which has not been patented or copywritten has been kept confidential, except for any such information the consummation disclosure of the Merger will which would 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 have a material adverse effect on the Company or any of and its Subsidiaries, taken as a whole.

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 ▇▇▇▇) registrations and applications, common law trademarks, trademark licenses and royalty agreements, copyrights and 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 of the Company used in connection with the conduct of its 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 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 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 SubsidiariesSubsidiaries in connection with the conduct of the Company's business.

Patents, Trademarks, Etc. (a) SECTION 4.11 of the Schedule correctly 13.3.16 lists all domestic Intellectual Property which is owned and foreign letters patent, patent applications, patent, technology and know-how licenses and royalty agreements, trade names, trademark (including service ▇▇▇▇) registrations and applications, common law trademarks, trademark licenses and royalty agreements, copyrights and copyright registrations and applications and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTY") is used or held for use by the Company (the “Intellectual Property Rights”) specifying as to each as applicable: (i) the nature of such Intellectual Property Right; (ii) the owner of such Intellectual Property Right; (iii) the jurisdictions by or in which such Intellectual Property Right has been issued or registered or in which an application for such issuance or registration has been filed, including the respective registration or application numbers; and (iv) material licenses, sublicenses and other agreements as to which the Company or any of its Subsidiaries. Unless otherwise indicated in SECTION 4.11 Affiliates is a party and pursuant to which any Person is authorized to use such Intellectual Property Right including the identity of all parties thereto, a description of the Schedulenature and subject matter thereof, the royalty provided and the term thereof. Except as set forth in Schedule 13.3.16, the Company or such Subsidiary either owns or is the sole and exclusive owner of with all right, title and interest in and to, free and clear of any lien, the Intellectual Property Rights described therein and has the sole and exclusive right (without being contractually obligated to use (pay in the manner presently future compensation to any third party in respect thereof) to the use thereof or the material covered thereby in connection with the services or products in respect of which they are being used by the Company or such Subsidiary) by license, sublicense, agreement, or permission used. The Intellectual Property Rights constitute all of the Intellectual Property set forth on SECTION 4.11 used by the Company in the conduct of the Schedule. Business and there are no other items of Intellectual Property that are material to the Company or the Business. (b) Except as otherwise set forth in SECTION 4.11 of the ScheduleSchedule 13.3.16, the Company has no writings for which a claim for copyright has been recorded or is pending. (c) Except as set forth in Schedule 13.3.16, the Company (i) has not granted been sued or charged in writing with or been a licensedefendant in any claim, nor entered into suit, action or proceeding relating to the Company not finally terminated prior to the date hereof involving a written agreementclaim of infringement of any patents, relating in whole trademarks, service marks or in partcopyrights, to (ii) has no knowledge of any such charge or claim, or (iii) has no knowledge of any infringement since such date by any other person on any of the Intellectual Property of the Company used in connection with the conduct of its business, and there has been no assertion thereof by any PersonRights. 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 No Intellectual Property used or owned by the Company in connection with the conduct of its business. None of the Intellectual Property Right is subject to any pending oroutstanding order, to the Company's Knowledgejudgment, threatened litigation decree, stipulation 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 written notice or, to the Company's Knowledge, oral notice that agreement restricting 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 thereof by the Company or restricting the licensing thereof by the Company to any Person. The Company has not entered into any agreement to indemnify any other person against any charge of its Subsidiariesinfringement of any patent, trademark, service ▇▇▇▇ or copyright. (d) The consummation of the transactions contemplated by this Agreement will not contravene or constitute a default under, require the consent of any person pursuant to or otherwise result in the termination or impairment of (or permit any Person to terminate or otherwise impair) any Intellectual Property Right.

Patents, Trademarks, Etc. (a) SECTION 4.11 Schedule 5.23 sets forth a complete and correct list 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 ▇▇▇▇) registrations and applications, common law trademarks, trademark licenses and royalty agreements, copyrights and copyright registrations and applications and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTY") used or held Intellectual Property that is owned by the Company or any of its Subsidiaries. Unless otherwise indicated Subsidiaries and which has been duly 38 registered with, filed in SECTION 4.11 of or issued by, as the Schedulecase may be, the Company United States Patent and Trademark Office and the United States Copyright Office or other filing offices, domestic or foreign (the "Owned Intellectual Property") and identifies the office with which such Subsidiary either owns or has the right to use (in the manner presently being filing was made. Schedule 5.23 sets forth a complete and correct list of all Intellectual Property used by the Company or such Subsidiary) by license, sublicense, agreement, or permission all of and its Subsidiaries in the Intellectual Property Business immediately prior to the Closing Date. Except as set forth on SECTION 4.11 Schedule 5.23, the Owned Intellectual Property constitutes all Intellectual Property used by, and necessary for the conduct of the Schedulebusiness of the Company and its Subsidiaries. Except as otherwise set forth in SECTION 4.11 of the Scheduleon Schedule 5.23, the Company has not granted a license, nor entered into a written agreement, relating in whole or in part, to any of the Owned Intellectual Property of the Company used in connection with the conduct of 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 does not infringe the rights of the Company with any other Person in respect of any Intellectual Property in a manner that could reasonably be expected to any have a Material Adverse Effect. Except as set forth on Schedule 5.23, none of the Owned Intellectual Property used or owned is being infringed by the Company any other Person in connection with the conduct of its businessa manner that could reasonably be expected to have a Material Adverse Effect. None of the Company or any of its Subsidiaries nor, to the knowledge of the Company, any employee or consultant of the Company or any of its Subsidiaries has any agreements or arrangements with former employers of such employees or consultants relating to any Intellectual Property of such employers, which interfere or conflict with the performance of such employee's or consultant's duties for the Company or any Subsidiary or results in any former employers of such employees and consultants having any rights in, or claims on, the Owned Intellectual Property. The activities of the employees and consultants of the Company and each of its Subsidiaries on behalf of such entities do not violate any agreements or arrangements which any such employees or consultants have with former employers or current or former clients. Each Owned Intellectual Property registration and filing listed in Schedule 5.23 is in full force and effect. (b) Schedule 5.23 sets forth a complete and correct list of all material Contractual Obligations (i) pursuant to which the use by any Person of material Intellectual Property is subject licensed or permitted by the Company or any of its Subsidiaries and (ii) pursuant to which the use by the Company or any pending orof its Subsidiaries of material Intellectual Property is licensed or permitted by any other Person (collectively, the "Intellectual Property Licenses"). All Intellectual Property Licenses (i) are in full force and effect in accordance with their terms, and (ii) are free and clear of any liens (other than Permitted Liens or liens being released on or prior to the Company's Knowledge, threatened litigation or other adverse claims except as set forth in SECTION 4.11 Closing). None 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 nor 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, other parties thereto is in or with respect to default under any of the Intellectual Property ownedLicenses, used and no such default is currently threatened. There is no claim or held demand of any Person pertaining to, or any proceeding which is pending or, to the knowledge of the Company, threatened, that challenges the rights of the Company or its Subsidiaries in respect of any Intellectual Property, Owned Intellectual Property or any of the Intellectual Property Licenses. Except as set forth on Schedule 5.23, none of the Owned Intellectual Property or any Intellectual Property Licenses are subject to any outstanding order, ruling, decree, judgment or stipulation by or with any court, tribunal, arbitrator or other Governmental Authority. The Company and its Subsidiaries have taken all reasonable measures to protect and preserve the security, confidentiality and value of their Intellectual Property, including trade secrets and other confidential information. All trade secrets and other confidential information of the Company and its Subsidiaries are presently valued and protectible and have not been abandoned by the Company and its Subsidiaries except as could not reasonably be expected to have a Material Adverse Effect. There is no Requirement of Law, patent, invention or device pending or, to the knowledge of the Company and its Subsidiaries, proposed, which would restrict the Company's or any Subsidiary's ability to use any of its Subsidiaries.their Intellectual Property. 39

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 copyrights, licenses, franchises and other rights, including, without limitation, with respect to all software developed, owned or licensed by the Company (including service ▇▇▇▇) collectively, the "RIGHTS"), being used to conduct their businesses as now operated. SCHEDULE 5.23 sets forth a complete list of licenses or other or other Contractual Obligations relating to the Company's and its Subsidiaries' Rights and of registrations and applicationsof patents, common law trademarks, trademark licenses service marks and royalty agreementscopyrights including any applications therefor constituting such Rights. To the Company's knowledge, copyrights no Right or product, process, method, substance or other material presently sold by or employed by the Company or any of its Subsidiaries, or which the Company or any of its Subsidiaries contemplates selling or employing, infringes upon the Rights that are owned by others. No litigation is pending and copyright registrations and applications and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTY") used no claim has been made against the Company or held 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 any Right or 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, 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 Except as set forth on SECTION 4.11 of the Schedule. Except as otherwise set forth in SECTION 4.11 of the ScheduleSCHEDULE 5.23, the Company has not granted a license, 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 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 4.11 of the Schedule. Neither neither the Company nor any of its Subsidiaries has received written notice orasserted any claim of infringement, to the Company's Knowledge, oral notice that the use 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.Subsidiaries or to which any of them have exclusive use. Except as set forth on SCHEDULE 5.23, no employee, officer or consultant of the Company or any of its Subsidiaries has any proprietary, financial or other interest in any Rights owned or used by the Company or its Subsidiaries in their businesses. Except as set forth on SCHEDULE 5.23, neither the Company nor any of its Subsidiaries has any obligation to compensate any Person for the use of any Rights and

Patents, Trademarks, Etc. (a) SECTION 4.11 of The Company and its subsidiaries exclusively own, or are licensed or otherwise have the Schedule correctly lists right to use, all domestic and foreign letters patentpatents, patent applications, patent, technology and know-how licenses and royalty agreementstrademarks, trade names, trademark (including service ▇▇▇▇) registrations and applications, common law trademarks, trademark licenses and royalty agreementsmarks, copyrights and copyright registrations and any applications therefor, maskworks, net lists, schematics, inventories, technology, trade secrets, source codes, know-how, computer software programs or applications and tangible or intangible proprietary information or material that in any material respect are used or proposed by the Company to be used in the business of the Company and any of its subsidiaries as currently conducted or proposed by the Company to be conducted (the "COMPANY INTELLECTUAL PROPERTY RIGHTS"), the lack of which, individually or in the aggregate, would have a Company Material Adverse Effect. Schedule 5.20 of the Company Disclosure Schedule lists, as of the date hereof, all material: (A) patents, trademarks, trade names, service marks, registered and unregistered copyrights included in the Company Intellectual Property Rights, the Company's currently marketed software products and a list of which, if any, of such products have been registered for copyright protection with the United States Copyright Office and any foreign offices; and (B) licenses and royalty other agreements to which the Company or any of its subsidiaries is a party and pursuant to which the Company or any of its subsidiaries is authorized to use any Company Intellectual Property Right. Neither the Company nor any of its subsidiaries is, or as a result of the execution, delivery or performance of the Company's obligations hereunder will be, in violation of, or lose any rights pursuant to, any material license or agreement described in Schedule 5.20 of the Company Disclosure Schedule, except for such violations or losses which, individually or in the aggregate, would not have a Company Material Adverse Effect. The Company has previously provided Parent with a list of any applications for patents, trademarks, trade names, service marks and registered and unregistered copyrights. ("INTELLECTUAL PROPERTY"b) used As of the date hereof, except as set forth in Schedule 5.20(b) of the Company Disclosure Schedule, no claims with respect to the Company Intellectual Property Rights have been asserted or, to the knowledge of the Company, are threatened by any person, nor does the Company or any subsidiary of the Company know of any valid grounds for any bona fide claims against the use by the Company or any subsidiary of the Company of any Company Intellectual Property Rights which, insofar as reasonably can be foreseen, could, individually or in the aggregate, have a Company Material Adverse Effect. All granted and issued patents and all registered trademarks and service marks listed in Schedule 5.20 of the Company Disclosure Schedule and all copyrights held by the Company or any of its Subsidiaries. Unless otherwise indicated in SECTION 4.11 subsidiaries are valid, enforceable and subsisting, other than those the invalidity of the Schedulewhich, the Company individually or such Subsidiary either owns or has the right to use (in the manner presently being used by the aggregate, would not have a 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 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 its business, and there has been no assertion thereof by any PersonMaterial Adverse Effect. To the Company's Knowledgeknowledge, as of the date hereof, there has not been and there is no not any material unauthorized use, infringement or other adverse claim against the rights misappropriation of any of the Company with respect to any of the Intellectual Property used Rights by any third party, employee or owned by former employee which, individually or in the aggregate, would result in a 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 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 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 SubsidiariesMaterial Adverse Effect.

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 ▇▇▇▇) registrations and applicationscopyrights, common law trademarkslicenses, trademark licenses and royalty agreementstrade secrets, copyrights and 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 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 its 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 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 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 person 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 Subsidiariessubsidiaries. Schedule 3.9 hereto contains a complete list of the Company's and 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 of the Schedule correctly lists The Company owns, or possesses adequate licenses or other rights to use, all domestic and foreign letters patentpatents, patent applicationstrademarks, patent, technology and know-how licenses and royalty agreementsservice marks, trade namesnames and copyrights and trade secrets, trademark (including service ▇▇▇▇) registrations and applicationsif any, common law necessary to conduct its business as operated immediately prior to completion of this Agreement. The patents, trademarks, trademark licenses service marks, copyrights, trade names and royalty agreementstrade secrets, copyrights and copyright registrations if any, registered in the name of or owned or used by or licensed to the Company and applications for any thereof (hereinafter the “Intangibles”) are Disclosed. Seller hereby specifically acknowledge that all right, title and copyright licenses interest in and royalty agreements ("INTELLECTUAL PROPERTY") used or held to all patents Disclosed as patents owned by the Company are owned by the Company and that the ownership of such patents will be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officer, director, shareholder or employee of the Company owns any patents or patent applications or any inventions, secret formulae or processes, trade secrets or other similar rights, nor is any of its Subsidiaries. Unless otherwise indicated in SECTION 4.11 of the Schedulethem a party to any license agreement, the Company or such Subsidiary either owns or has the right to use (in the manner presently being used by the Company except as Disclosed . All of said Intangibles are valid and in good standing, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have not been licensed to any third party except as Disclosed. The Company has not been charged with, nor so far as the Seller is aware has it infringed, nor so far as the Seller is aware is the Company threatened to be charged with infringement of, any patent, proprietary rights or such Subsidiary) by licensetrade secrets of others in the conduct of its Business, sublicenseand, agreement, or permission all of to the Intellectual Property set forth on SECTION 4.11 of the Schedule. Except as otherwise set forth in SECTION 4.11 of the Scheduledate hereof, the Company has not granted received any actual notice of conflict with or violation of the asserted rights in intangibles or trade secrets of any third party outside the Group. The Company is not now manufacturing any goods under a present permit, franchise or license, nor entered into a written agreement, relating in whole or in part, to any except as Disclosed. The consummation of the Intellectual Property of the Company used in connection with the conduct of its business, and there has been no assertion thereof by transactions contemplated hereby will not alter or impair any Person. To the Company's Knowledge, there is no infringement or other adverse claim against the rights of the Company with respect to in any of the Intellectual Property used such Intangibles or owned by the Company in connection with the conduct of its business. None of the Intellectual Property is subject to any pending orsuch permit, to the Company's Knowledgefranchise or license, threatened litigation or other adverse claims except as set forth Disclosed. The Company has the sole and exclusive right to use its corporate and trade names in 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 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 SubsidiariesUnited Kingdom.

Patents, Trademarks, Etc. (a) SECTION 4.11 Set forth on Schedule 2.13 is a list and ------------------------- ------------- brief description of the Schedule correctly lists all domestic and foreign letters patentmaterial patents, patent rights, patent applications, patenttrademarks, technology trademark applications, service marks, service ▇▇▇▇ applications trade names and know-how copyrights owned by or registered in the name of the Company or any Subsidiary, or of which the Company or any Subsidiary is a licensor or licensee or in which the Company or any Subsidiary has any material right, and in each case a brief description of the nature of such right. The Company and its Subsidiaries own or possess adequate licenses and royalty agreementsor other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names, trademark copyrights, manufacturing processes, formulae, trade secrets and know how (including service ▇▇▇▇) registrations and applicationscollectively, common law trademarks, trademark licenses and royalty agreements, copyrights and copyright registrations and applications and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTYIntellectual Property") used necessary to the conduct of their business as conducted, and no claim is pending or, to the knowledge of the Company, threatened to the effect that the operations of the Company infringe upon or held conflict with the asserted rights of any other person under any Intellectual Property, and there is no known basis for any such claim (whether or not pending or threatened), which would have a material adverse effect on the Company and its Subsidiaries, taken as a whole. No claim is pending or, to the knowledge of the Company, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company or any of its Subsidiaries. Unless Subsidiary 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 use, is invalid or unenforceable 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 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 its business, and there has been is no assertion thereof by known basis for any Personsuch claim (whether, or not pending or threatened) which would have a material adverse effect on the Company and its Subsidiaries, taken as a whole. To the Company's Knowledge, there is no infringement or other adverse claim against the rights knowledge of the Company with respect Company, all technical information developed by and belonging 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 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 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 its Subsidiaries which has not been patented or copywritten has been kept confidential, except for any such information the consummation disclosure of the Merger will which would 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 have a material adverse effect on the Company or any of and its Subsidiaries, taken as a whole.

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 copyrights, licenses, franchises and other rights (including service ▇▇▇▇collectively, the "RIGHTS") being used to conduct their businesses as now operated (a complete list of licenses or other contracts relating to the Company's and its Subsidiaries' Rights and of registrations and applicationsof patents, common law trademarks, trademark licenses service marks and royalty agreementscopyrights including any applications therefor constituting such Rights, copyrights and copyright registrations and applications and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTY") used is attached hereto as Schedule 5.24). To the best ------------- knowledge of the Company, 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 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 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 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 4.11 of the ScheduleSubsidiaries. Neither the Company nor any of its Subsidiaries has received written notice orasserted any claim of infringement, to the Company's Knowledge, oral notice that the use 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 they have exclusive use. Except as set forth on Schedule 5.24, no employee, officer or consultant ------------- of the Company or any of its Subsidiaries has any proprietary, financial or other interest in any Rights owned or used by the Company or its Subsidiaries in their businesses. Except as set forth on Schedule 5.24, neither the 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. All trade secrets and other confidential information of the Company and its Subsidiaries are presently valued and predictable 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 best knowledge of the Company, no patent, invention, device, principle or any statute, law, rule, regulation, standard or code is pending or proposed which would restrict the Company's ability to use any of the Rights.

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 domain names, copyrights, know-how, trade secrets, licenses, franchises and other rights, including, without limitation, with respect to all software developed, owned or licensed by the Company (including service ▇▇▇▇) registrations 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 applicationsits Subsidiaries' Rights, common law trademarks, trademark licenses patents and royalty agreements, copyrights and copyright 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 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 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 4.11 of the ScheduleSubsidiaries. Neither the Company nor any of its Subsidiaries has received written notice orasserted any claim of infringement, to the Company's Knowledge, oral notice that the use 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 any Rights owned or used by the 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 knowledge, 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 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 ▇▇▇▇) registrations and applicationsthe payment of royalties), common law trademarksrestriction, trademark licenses and royalty agreementsconstraint, copyrights and copyright registrations and applications and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTY") used control, 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 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 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 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 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 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 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.

Patents, Trademarks, Etc. (a) SECTION 4.11 Except as set forth in Section 2.17 of the Company Disclosure Schedule correctly lists (i) the Company and the Subsidiaries of the Company own or possess adequate licenses or other valid rights to use free and clear of all domestic Encumbrances all United States and foreign letters patentpatents, patent applications, patent, technology and know-how licenses and royalty agreementstrademarks, trade names, trademark (including service ▇▇▇▇) registrations and applicationsmarks, common law trademarkscopyrights, trademark licenses and royalty agreements, copyrights and copyright registrations and applications and copyright licenses registrations for the foregoing which are currently used in the conduct of the business of the Company and royalty agreements the Subsidiaries of the Company (the "INTELLECTUAL PROPERTYPROPERTY RIGHTS"), (ii) used as of the date of this Agreement, the validity of the Intellectual Property Rights and the title or held by rights to use thereof of the Company or any of its Subsidiaries. Unless otherwise indicated in SECTION 4.11 Subsidiary of the Schedule, Company are not being questioned in any litigation to which the Company or such any Subsidiary either owns or has the right to use (in the manner presently being used by of the Company or such Subsidiary) by licenseis a party, sublicense, agreement, or permission all nor to the knowledge of the Intellectual Property set forth on SECTION 4.11 Company, is any such litigation threatened, (iii) as of the Schedule. Except as otherwise set forth in SECTION 4.11 date of this Agreement, neither the Company nor any Subsidiary of the Schedule, Company is a party to any litigation in connection with which a Person has alleged that the conduct of the business of the Company has not granted a licenseand the Subsidiaries of the Company infringed or infringes with any valid patents, nor entered into a written agreementtrade marks, relating in whole trade name, service marks or in partcopyrights of others, nor, to the knowledge of the Company, is any such litigation threatened except for any such litigation which would not have a material adverse effect on the Company and its Subsidiaries taken as a whole, and (iv) to the knowledge of the Company, (A) no person is materially infringing upon or violating any of the Intellectual Property Rights and (B) no material claim is pending or threatened to that effect. Section 2.17 of the Company used in connection with Disclosure Schedule sets forth a complete and correct list of all applications to register and all registered Intellectual Property Rights and all written licenses (other than off-the-shelf licenses) for Intellectual Property Rights. (b) All of the conduct of its businesscomputer software, computer firmware, computer hardware (whether general or special purpose), and there has been no assertion thereof by any Person. To the Company's Knowledgeother similar or related items of automated, there is no infringement or other adverse claim against the rights of the Company with respect to any of the Intellectual Property computerized, and/or software system(s) that are 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 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 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 relied on by the Company or its Subsidiaries in the conduct of such Company's business will not malfunction, will not cease to function, will not generate incorrect data, and will not produce incorrect results when processing, providing, and/or receiving (i) date related data into and between the twentieth and twenty-first centuries and (ii) date related data in connection with any of valid date in the twentieth and twenty-first centuries, except for any such malfunctions which would not have a material adverse effect on the Company and its SubsidiariesSubsidiaries taken as a whole.

Patents, Trademarks, Etc. (a) SECTION 4.11 Set forth in Section 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 ▇▇▇▇ 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 ▇▇▇▇ applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know-how licenses (collectively, “Intellectual Property”) necessary or desirable to the conduct of its business as conducted and royalty agreementsas proposed to be conducted, trade namesand no claim is pending or, trademark 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 (including service ▇▇▇▇) registrations and applicationswhether or not pending or threatened). No claim is pending or, common law trademarksto the best of the Company’s knowledge, trademark licenses and royalty agreements, copyrights and copyright registrations and applications and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTY") used threatened to the effect that any such Intellectual Property owned or held 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 Section 2.9(a) of the Disclosure Schedule, the Company has not granted a license, nor entered into a written agreement, relating in whole or in part, assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Intellectual Property 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 ▇▇▇▇ 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 type in so far as such intellectual property rights relate to such Founder’s collective or individual endeavors regarding the Company’s products and services, as well as all other intellectual property rights relating thereto (collectively, the “Founder IP Rights”). Prior to the transfer of the Founder IP Rights to the Company used in connection with the conduct of its business, and there has been no assertion thereof by any Person. To the Company's Knowledgesuch Founder, there is was 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 Knowledgebest of each Founder’s knowledge, threatened litigation 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 adverse claims except as set forth in SECTION 4.11 person. Prior to the transfer of the Schedule. Neither Founder IP Rights to the Company nor any of its Subsidiaries has received written notice by such Founder, there was no claim pending or, to the Company's Knowledge, oral notice that the use by it 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 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 as presently conducted and proposed to be conducted. No Founder has retained any ownership interest or license to any Intellectual Property may infringe upon or conflict with any intellectual property rights of any Person. Subject necessary to securing the consents, waivers and approvals set forth in SECTION 4.11 conduct of the Schedule, the execution Company’s business as presently conducted and delivery of this Agreement by the Company and the consummation of the Merger will not give proposed 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 Subsidiariesbe conducted.

Patents, Trademarks, Etc. (a) SECTION 4.11 Set forth in Schedule I is a list and brief description of the Schedule correctly lists all domestic and foreign letters patentpatents, patent rights, patent applications, patenttrademarks, technology and know-how licenses and royalty agreementstrademark applications, trade internet domain names, trademark (including service marks, service mark applications, ▇▇▇▇) registrations and de names owned by the Company. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, common law trademarks, trademark licenses applications, service marks, service mark applications, ▇▇▇de names, internet domain names, copyrights, manufacturing processes, formulae, trade secrets, customer lists, know how and royalty agreementsrights of publicity and privacy with respect to likenesses and data pertaining to real persons (collectively, copyrights and copyright registrations and applications and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTYIntellectual Property") used in 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 necessary 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 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 its business, business as conducted and there has been no assertion thereof by any Personas proposed to be conducted. To the Company's Knowledge, there No claim 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 best of the Schedule. Neither the Company nor any of its Subsidiaries has received written notice or, to the Company's Knowledgeknowledge, oral notice threatened to the effect that the use by it operations of such Intellectual Property may the Company infringe upon or conflict with any intellectual property the asserted rights of any Person. Subject to securing other person under any Intellectual Property or that any third party is infringing upon or conflicting with the consentsasserted rights of the Company under any Intellectual Property. (b) All patents, waivers registrations and approvals applications for Intellectual Property that are set forth in SECTION 4.11 Schedule I (i) are valid and enforceable, and have been duly maintained, (ii) are standing in the record ownership of the ScheduleCompany (or all documents needed to bring title to such Intellectual Property into the name of the Company have been filed and all recording fees paid) and (iii) have not lapsed, expired or been abandoned, and are not the subject of any opposition, interference, cancellation proceeding or other legal or governmental proceeding before any governmental entity in any jurisdiction that could have a Material Adverse Effect on the Company. 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, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and there is no basis for any such claim (whether or not pending or threatened). The Company is not, nor will it be as a result of the execution and delivery of this Agreement by or the Company and the consummation performance of the Merger will not give to any Person any interests or rights, including rights of termination or cancellationits obligations under this Agreement, in breach of any license, sublicense or with respect other agreement relating to any of the Intellectual Property owned, used or held by the Company or any of its SubsidiariesProperty.

Patents, Trademarks, Etc. (a) SECTION 4.11 Set forth on SCHEDULE 2.13 is a list and brief description of the Schedule correctly lists all domestic and foreign letters patentmaterial patents, patent rights, patent applications, patenttrademarks, technology trademark applications, service marks, service mark ▇▇▇lications, trade names and know-how copyrights, and all applications for such that are in the process of being prepared, owned by or registered in the name of any Company (or Seller with respect to the Business), or of which Seller is a licensor or licensee or in which Seller has any right which relates and is material to the Business, and in each case a brief description of the nature of such right. To the Knowledge of the Seller, the Companies own or possess adequate licenses and royalty agreementsor other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service mark ▇▇▇lications, trade names, trademark copyrights, manufacturing processes, formulae, trade secrets and know how (including service ▇▇▇▇) registrations and applicationscollectively, common law trademarks, trademark licenses and royalty agreements, copyrights and copyright registrations and applications and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTYIntellectual Property") used to conduct the Business as presently conducted, except to the extent that any lack of ownership or held possession would not have a Material Adverse Effect. No claim is pending or, to the Knowledge of the Seller, threatened to the effect that the operations of any Company infringe upon or conflict with the asserted rights of any other person under any material Intellectual Property, and Seller has no knowledge of any such claim (whether or not pending or threatened). No claim is pending or, to the Knowledge of the Seller, threatened to the effect that any such material Intellectual Property owned or licensed by the Company Seller, or any of its Subsidiaries. Unless which the Seller otherwise indicated in SECTION 4.11 of the Schedule, the Company or such Subsidiary either owns or has the right to use and is material to the Business, is invalid or unenforceable by the Seller, and Seller has no knowledge of any such claim (whether, or not pending or threatened). (b) Each of the Companies owns or licenses all computer software programs or other electronic data transmission, storage, or computation programs utilized 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 ScheduleBusiness (collectively, the Company has not granted a license, nor entered into a written agreement, relating in whole "Computer Software"). No other Computer Software is required for Seller or in part, the Companies to any of operate the Intellectual Property of the Company used in connection with the conduct of 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 Business as set forth in 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 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 Subsidiariespresently conducted.

Patents, Trademarks, Etc. (a) SECTION 4.11 Section 3.15 of the Disclosure Schedule correctly lists sets forth a true and complete list as of April 18, 2002 of all domestic Intellectual Property Rights filed by, or issued or registered to, APP and foreign letters patentits Subsidiaries and all material intellectual property license agreements to which APP and its Subsidiaries are a party. With respect to registered trademarks, patent applicationssuch list sets forth a list of all jurisdictions in which such trademarks are registered or applied for and all registration and application numbers. (i) APP or its Subsidiaries owns or possesses adequate licenses or other valid rights to use all patents, patent, technology and know-how licenses and royalty agreementstrademarks (registered or unregistered), trade names, trademark (including service ▇▇▇▇) registrations and applications, common law trademarks, trademark licenses and royalty agreementsmarks, copyrights and copyright registrations and applications and copyright licenses registrations therefor, trade secrets and royalty agreements ("INTELLECTUAL PROPERTY") used other intellectual property and proprietary rights, whether or held by not subject to statutory registration or protection, which are material to the Company or any of its Subsidiaries. Unless otherwise indicated in SECTION 4.11 conduct of the Schedulebusiness of APP and its Subsidiaries taken as a whole (the “Intellectual Property Rights”), (ii) as of the date 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 APP or its Subsidiaries are not being questioned in any litigation to which APP or its Subsidiaries is a party, nor to the knowledge of the Schedule. Except APP Holders, is any such litigation threatened, (iii) as otherwise set forth in SECTION 4.11 of the Scheduledate of this Agreement, none of APP or its Subsidiaries has received notice that it is a party to any litigation in connection with which a Person has alleged that the Company has not granted a licenseconduct of the business of APP or its Subsidiaries infringed or infringes with any valid patents, nor entered into a written agreementtrademarks, relating in whole trade name, service marks or in partcopyrights of others, nor, to the knowledge of the APP Holders, is any such litigation threatened, and (iv) to the knowledge of the APP Holders, (A) no Person is materially infringing upon or violating any of the Intellectual Property of the Company used in connection with the conduct of its 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 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 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 Subsidiarieseffect.

Patents, Trademarks, Etc. (a) SECTION 4.11 Schedule 2B.11 to be provided to Buyer in accordance with Section 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 ▇▇▇▇) registrations marks industrial design and applications, common law trademarks, trademark licenses and royalty agreements, copyrights and copyright registrations and applications and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTY") used or held by in the Company or any of its Subsidiaries. Unless otherwise indicated in SECTION 4.11 conduct of the Schedulebusinesses of the Company, whether registered or unregistered, and any applications or registrations therefor. Except as set forth in Schedule 2B.11, the Company or such Subsidiary either solely owns or and has the exclusive right to use hold and use, free and clear of any payment or encumbrance, all such patents, trademarks, trade names, service marks and copyrights (in all such patents, trademarks, trade names, service marks and copyrights being hereinafter collectively referred to as the manner presently being used by the Company or such Subsidiary) by license, sublicense, agreement, or permission all "Intellectual Property"). Each 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 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 its 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 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 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 held for use by the Company as of its Subsidiariesthe Closing Date.

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 43 copyrights, licenses, franchises and other rights (including service ▇▇▇▇collectively, the "RIGHTS") being used to conduct their businesses as now operated (a complete list of licenses or other contracts relating to the Company's and its Subsidiaries' Rights and of registrations and applicationsof patents, common law trademarks, trademark licenses service marks and royalty agreementscopyrights including any applications therefor constituting such Rights, copyrights and copyright registrations and applications and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTY") used is attached hereto as Schedule 5.24). 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 any of its Subsidiaries contemplates selling or employing, infringes upon the Rights that are owned by others except where such Subsidiary either owns infringement would not have a material adverse effect on the condition of the Company. No litigation is pending and no claim has been made against the Company or has any of its Subsidiaries or 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 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 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 4.11 of the ScheduleSubsidiaries. Neither the Company nor any of its Subsidiaries has received written notice orasserted any claim of infringement, to the Company's Knowledge, oral notice that the use 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 they have exclusive use. Except as set forth on Schedule 5.24, no employee, officer or consultant of the Company or any of its Subsidiaries has any proprietary, financial or other interest in any Rights owned or used by the Company or its Subsidiaries in their businesses. Except as set forth on Schedule 5.24, neither the 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. All material trade secrets and other confidential information of the Company and its Subsidiaries 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 material trade secrets or other material confidential information of any other Person in the course of his work for the Company or its Subsidiaries. No patent, invention, device, principle or any statute, law, rule, regulation, standard or code is pending or proposed which would materially restrict the Company's ability to use any of the Rights.

Patents, Trademarks, Etc. SCHEDULE 5.23 sets forth a correct and complete list of (ai) SECTION 4.11 all patents, trademarks, trade names, service marks, copyright registrations, and applications therefor now used, or presently proposed to be used in the business of the Schedule correctly lists Company and the Subsidiaries, and (ii) a complete list of licenses or other contracts relating to the Company's or any Subsidiary's rights relating to the foregoing or any registration thereof. Except as disclosed on SCHEDULE 5.23; (i) each of the Company or the Subsidiaries owns or possesses adequate licenses or other valid rights to use (without the making of any payment to others or the obligation to grant rights to others in exchange) all domestic patents, trademarks, trade names, service marks, copyright registrations, know-how and foreign letters patentother proprietary information ("INTELLECTUAL PROPERTIES") necessary to the conduct of its business as presently being or proposed to be conducted, except where the failure to have such licenses or rights would not singly or in the aggregate have a material adverse effect on the condition of the Company, (ii) the validity of the Intellectual Properties and the title thereto of the Company or the Subsidiaries, as the case may be, is not being questioned in any claim to which the Company or the Subsidiaries is a party or subject, nor, to the knowledge of the Company, is any such claim threatened; (iii) to the knowledge of the Company, the conduct of the business of each of the Company and the Subsidiaries as now conducted does not and will not infringe or conflict with any Intellectual Properties of others; (iv) to the knowledge of the Company, there is no use of any Intellectual Properties owned by or licensed to the Company or the Subsidiaries that is now being made, except by the Company or the Subsidiaries or by any person duly licensed by the Company or the Subsidiaries to use the same name; and (v) no infringement by others of any Intellectual Properties owned by or licensed by or to the Company or the Subsidiaries is known to the Company. Except as set forth as SCHEDULE 5.23, all patents, patent applications, patent, technology rights to inventions and know-how licenses and royalty agreements, trade names, trademark (including service ▇▇▇▇) registrations and applications, common law trademarks, trademark licenses and royalty agreements, copyrights and copyright registrations and applications and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTY") used other Intellectual Properties owned or held by any employee of the Company or any Subsidiary and used in the business of the Company or any Subsidiary in any manner have been duly and effectively transferred to the Company or a Subsidiary, except for such Intellectual Properties which, individually or in the aggregate, are not material to the business of the Company and 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 Except as set forth on SECTION 4.11 of the Schedule. Except as otherwise set forth in SECTION 4.11 of the ScheduleSCHEDULE 5.23, the Company has not granted a license, 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 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 4.11 of the Schedule. Neither neither the Company nor any of its Subsidiaries has received written notice orany obligation to compensate any Person for the use of any Intellectual Properties and neither the Company nor any of its Subsidiaries has granted any license or other right to use any of the Intellectual Properties 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 Intellectual Properties, including trade secrets and other confidential information. All trade secrets and other confidential information of the Company and its Subsidiaries are not part of the public domain, nor to the Company's Knowledgeknowledge have they been used, oral notice that divulged or appropriated for the use by it of such Intellectual Property may infringe upon or conflict with any intellectual property rights benefit of any Person. Subject Person other than the Company or its Subsidiaries or otherwise to securing the consents, waivers and approvals set forth in SECTION 4.11 detriment of the Schedule, the execution and delivery Company or its Subsidiaries. No employee or consultant of this Agreement by the Company and or its Subsidiaries has used any trade secrets or other confidential information of any other Person in the consummation course of his work for the Merger will not give Company or its Subsidiaries. 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 any Person any interests or rights, including rights of termination or cancellation, in or with respect to use any of the Intellectual Property owned, used or held by the Company or any of its SubsidiariesProperties.

Patents, Trademarks, Etc. (a) SECTION 4.11 Each of the Schedule correctly lists TBW Companies own or are licensed or otherwise have the right to use all domestic and foreign letters patentmaterial patents, patent applicationstrademarks, patent, technology and know-how licenses and royalty agreementsservice marks, trade names, trademark copyrights, licenses, franchises and other rights, including, without limitation, with respect to all software developed, owned or licensed by such TBW Company (including service ▇▇▇▇) collectively, the "RIGHTS"), being used to conduct its businesses as now operated. Schedule 5.24 sets forth a complete list of licenses or other Contractual Obligations relating to each TBW Company's Rights and of registrations and applicationsof patents, common law trademarks, trademark licenses service marks and royalty agreementscopyrights including, copyrights and copyright registrations and without limitation, any applications and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTY") used or held by therefor constituting such Rights. To the Company or knowledge of any of its Subsidiaries. Unless otherwise indicated in SECTION 4.11 the TBW Parties, no Right or product, process, method, substance or other material presently sold by or employed by any of the ScheduleTBW Companies, or which any of the Company TBW Companies contemplates selling or such Subsidiary either owns employing, infringes upon the Rights that are owned by or licensed to others. No litigation is pending and no claim has been made against any of the TBW Companies or, to the knowledge of any of the TBW Parties, is threatened, contesting the right to use (in the manner presently being used by the Company or such Subsidiary) by license, sublicense, agreement, or permission all of any of the Intellectual Property set forth on SECTION 4.11 TBW Companies to sell or use any Right or product, process, method, substance or other material presently sold by or employed by any of the ScheduleTBW Companies. Except as otherwise set forth in SECTION 4.11 None of the ScheduleTBW Companies has asserted any claim of infringement, the Company has not granted a license, nor entered into a written agreement, relating in whole misappropriation or in part, misuse by any Person of any Rights owned by or licensed to any of the Intellectual Property TBW Companies or to which any of them have exclusive use. Except as set forth on Schedule 5.24, no employee, officer or consultant of any of the Company TBW Companies has any proprietary, financial or other interest in any Rights owned or used in connection with the conduct of its business, and there has been no assertion thereof by any Personof the TBW Companies in its businesses. Except as set forth on Schedule 5.24, none of the TBW Companies has any obligation to compensate any Person for the use of any Rights and none of the TBW Companies has granted any license or other right to use any of the Rights of any of the TBW Companies, whether requiring the payment of royalties or not. The TBW Companies have taken all reasonable measures to protect and preserve the security, confidentiality and value of their Rights, including, without limitation, 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 any of the TBW Companies to third parties. All trade secrets and other confidential information of the TBW Companies 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 TBW Companies or otherwise to the detriment of any of the TBW Companies. To the Company's Knowledge, there is no infringement or other adverse claim against the rights knowledge of the Company with respect to any of the Intellectual Property used TBW Parties, no employee or owned by the Company in connection with the conduct consultant 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 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 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 ownedTBW Companies has used any trade secrets or other confidential information of any other Person in the course of his work for any of the TBW Companies. No patent, used or held by the Company invention, device, principle or any statute, law, rule, regulation, standard or code is existing, pending or proposed which would restrict any of its Subsidiariesthe TBW Companies' ability to use any of the Rights.