Common use of Intellectual Property Clause in Contracts

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.

Intellectual Property. Except as described The Company owns, possesses, licenses or has other rights to use copyrights, trademarks, service marks, trade names, Internet domain names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct its business in the Registration Statementmanner in which it is being conducted and in the manner in which it is contemplated as set forth in the SEC Reports (collectively, Prospectus the “Intellectual Property”). (i) None of the Intellectual Property is unenforceable or Disclosure Package invalid; (ii) except as set forth in the SEC Reports, the Company has not received any notice of violation or conflict with (the Company has no knowledge of any basis for violation or conflict with) rights of others with respect to the Intellectual Property; and (iii) except as set forth in the SEC Reports, there are no pending or, to the Company’s best knowledge after due inquiry, threatened actions, suits, proceedings or claims by others that allege any of the Company or a Subsidiary is infringing any patent, trade secret, trademark, service xxxx, copyright or other intellectual property or proprietary right. To the Company’s best knowledge, the discoveries, inventions, products or processes of the Company referenced in the SEC Reports do not violate or conflict with any intellectual property or proprietary right of any third Person, or any discovery, invention, product or process that is the subject of a patent application filed by any third Person; no officer, director or employee of the Company is in or has ever been in violation of any term of any patent non-disclosure agreement, invention assignment agreement, or similar agreement relating to the protection, ownership, development use or transfer of the Intellectual Property or, to the Company’s best knowledge after due inquiry, any other intellectual property, except where any violation would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse Effect. The Company is not in breach of and have complied in all material respects with all terms of, (i) any license or other agreement relating to the Intellectual Property. To the extent any Intellectual Property is sublicensed to any of the Company or a Subsidiary by a third party, such sublicensed rights shall continue in full force and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses effect if the principal third party license terminates for any reason. There are no contracts or other legal rights documents related to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets the Intellectual Property required to be described in or filed as an exhibit to the Registration Statement and the SEC Reports other than those described in or filed as an exhibit to the Registration Statement and the SEC Reports. The Company is not subject to any non-competition or other proprietary rights (collectively, “similar restrictions or arrangements relating to any business or service anywhere in the world. The Company has taken all necessary and reasonably appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property Rights(“Confidential Information”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership ). All use or disclosure of all Intellectual Property Rights Confidential Information owned by the Company by or any to a third party has been pursuant to a written agreement between the Company and such third party. All use or disclosure of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights Confidential Information not owned by the Company or any of its Subsidiaries by any third party, (iv) has been pursuant to the knowledge terms of the Company, the present business, activities and products of a written agreement between the Company and its Subsidiaries do not infringethe owner of such Confidential Information, misappropriate or is otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimlawful.

Intellectual Property. Except as described in to the Registration Statement, Prospectus or Disclosure Package or as extent it would not be reasonably be expected to, individually or in the aggregate, result in to have a Material Adverse Effect, : (i) the Company and its Subsidiaries each Company Subsidiary own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, tradenamestrade names, copyrightsdomain names, trade secrets software, data and other worldwide intellectual property or other similar proprietary rights rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”) ), in each case, used in or reasonably necessary for to the conduct of their respective businesses as now currently conducted, ; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, Company Subsidiary (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the “Company Owned Intellectual Property Rights Rights”), are solely and exclusively owned by the Company or any the Company Subsidiaries, in each case free and clear of its Subsidiaries by any third partyall liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iviii) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Owned Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending orand, to the knowledge of the Company’s knowledge, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiariesany Company Subsidiary, are valid, subsisting and (vii) the Intellectual Property Rights owned by andenforceable, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others a third party (A) challenging the validity validity, scope or scope enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company is unaware Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of any facts which are reasonably likely all information intended to form be maintained as a basis for any such claimtrade secret (including proprietary confidential software source code).

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, tradenamestrade names, domain names, copyrights, trade secrets or and other proprietary rights intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property RightsProperty”) necessary for to conduct their respective businesses business as now conductedpresently conducted and currently contemplated to be conducted in the future as described in the SEC Reports and, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there neither the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is no infringementcurrently infringing, misappropriation misappropriating, conflicting with or other violation otherwise violating, and none of the Intellectual Property Rights owned by the Company or its subsidiaries have received any heretofore unresolved communication or notice of its Subsidiaries by any third partyinfringement of, (iv) to the knowledge of the Companymisappropriation of, the present businessconflict with or violation of, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, other than as described in the SEC Reports. Neither the Company nor any of its subsidiaries has received any communication or notice (vin each case that has not been resolved) there alleging that by conducting their business as described in the SEC Reports, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. The Company knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by the Company or its subsidiaries has been obtained or is no proceeding pending being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the knowledge of the Company, threatened any of their respective officers, directors or employees, except as would not reasonably be expected, individually or in writingthe aggregate, charging to have a Material Adverse Effect. All Intellectual Property owned or exclusively licensed by the Company or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business), except those that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has the Company or any of its Subsidiaries with infringementsubsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, misappropriation which materially restricts or other violation impairs their use of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimProperty.

Intellectual Property. Except as described in the Registration StatementThe Company owns, Prospectus possesses or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other has legal rights to use all ideas, inventions, developments and improvements conceived and/or reduced to practice, patents, trademarks, service marks, tradenamestrade names, copyrights, know-how, trade secrets or other secrets, licenses, information and proprietary rights and processes (collectively, “Intellectual Property RightsProperty”) necessary for their respective businesses the Company’s business as now conducted, (ii) the Company believes it conducted and its Subsidiaries have taken all commercially reasonable steps necessary as proposed to establish and preserve their respective ownership of all Intellectual Property Rights owned be conducted by the Company or any of its Subsidiaries that is necessary by developing the System and Lead for their respective businesses as now conductedcommercial manufacture, (iii) use, lease, importation, and sale, including without limitation the intellectual property licensed to the knowledge Company under the License Agreement by and between the Company and the Xxxxx Xxxxxxx University (“JHU”) on or around July 1, 1998 and all other appendices, addenda, amendments, and agreements related thereto (the “JHU Agreement”) (the owned and licensed rights of the Company, collectively, the “Existing Intellectual Property”), without any conflict with, or infringement of, the rights of others. Except as set forth in Schedule 4.8 attached hereto, there are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is no infringementthe Company bound by or a party to any options, misappropriation licenses or other violation agreements of any kind with respect to the Existing Intellectual Property. The Company has not received any communications alleging that the Company has violated or, by conducting its business or developing the System or Lead, would violate the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is . The Company knows of no proceeding pending or, prior art or other information material to patentability that would invalidate or render unenforceable the knowledge of the Company, threatened in writing, charging the Existing Intellectual Property. The Company or further represents and warrants that any information it gives to Bionics as part of its Subsidiaries with infringement, misappropriation duties and obligations under this Agreement and the Concurrent Agreements comprises information which it has the right to freely disclose without incurring legal liability to or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge violating the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimothers.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries own or possessowns or, or can promptly acquire on reasonable termswith respect to licensed Intellectual Property, ownership, licenses or other legal has sufficient rights to use all patents(A) material patents (and any renewals and extensions thereof), patent rights (and any applications therefor), rights of priority and other rights in inventions; (B) trademarks, service marks, tradenamestrade names and trade dress, copyrightsand all registrations and applications therefor and all legal or common-law equivalents of any of the foregoing; (C) copyrights and rights in mask works (and any applications or registrations for the foregoing, and all renewals and extensions thereof), common-law copyrights and rights of authorship including all rights to exploit any of the foregoing in any media and by any manner and means now known or hereafter devised; (D) industrial design rights, and all registrations and applications therefor; (E) rights in data, collections of data and databases, and all legal or common-law equivalents thereof; (F) rights in domain names and domain name reservations; (G) rights in trade secrets or secrets, proprietary information and know-how (collectively with all licenses and other proprietary rights agreements providing the Company with the right to use any item of the type referred to in clauses (collectivelyA) through (G), “"Intellectual Property Rights”Property") that are necessary for their respective businesses the conduct of its business as now conducted, conducted except where the failure to currently own or possess would not have a Material Adverse Effect; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedvalid, subsisting, in proper form and enforceable and all renewal fees and other maintenance fees have been paid; (iii) the Company is in material compliance with all contractual obligations relating to the knowledge use and protection of the Company, there is no infringement, misappropriation or other violation such of the Intellectual Property Rights owned by the Company as is used pursuant to license or any of its Subsidiaries by any third party, other agreement; (iv) to the knowledge of the Company there is no present or former employee, officer or director of the Company or agent or outside contractor that holds or claims any material right, title or interest, directly or indirectly, in or to any Intellectual Property; and (v) to the Company's knowledge, the present business, business activities and products of the Company have not and its Subsidiaries do not infringeinfringe any known Intellectual Property or other proprietary rights of any third party, misappropriate the Company is not making unauthorized use of any confidential information or otherwise violate trade secrets of any third party, the Company has not received any notice of any asserted infringement (nor is the Company aware of any reasonable basis for any third party asserting an infringement) by the Company of, any rights of a third party with respect to any Intellectual Property Rights of any other person that, individually or entityin the aggregate, (v) there is would have a Material Adverse Effect. The Guaranteeing Subsidiaries own no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company material registrations or any of its Subsidiaries with infringement, misappropriation or other violation of material applications for any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimProperty.

Intellectual Property. Except as described disclosed in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse EffectSEC Reports, (i) the Company and its Subsidiaries own each Subsidiary owns or possess, or can promptly acquire on reasonable terms, ownership, has obtained valid and enforceable licenses or other legal rights to use all options for the inventions, patent applications, patents, trademarks, service marks, tradenames, copyrightstrademarks (both registered and unregistered), trade names, copyrights and trade secrets or other proprietary rights necessary for the conduct of its respective business as described in the SEC Reports (collectively, the “Intellectual Property RightsProperty”) necessary for their respective businesses as now conducted, ); and (ii) (a) there are no third parties who have any ownership rights to any Intellectual Property that is owned by, or has been licensed to, the Company believes it or each Subsidiary for the products described in the SEC Reports that would preclude the Company or any Subsidiary from conducting its business as currently conducted and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective a Material Adverse Effect, except for the ownership rights of all the owners of the Intellectual Property Rights owned licensed or optioned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, Subsidiary; (iiib) to the knowledge of the Company’s knowledge, there is are currently no infringement, misappropriation or other violation sales of the any products that would constitute an infringement by third parties of any Intellectual Property Rights owned owned, licensed or optioned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writingSubsidiary, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and infringement would have a Material Adverse Effect; (viic) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any Subsidiary in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary, other than claims which could not reasonably be expected to have a Material Adverse Effect; (d) there is no pending or, to the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rightsowned, and licensed or optioned by the Company or any Subsidiary, other than non-material actions, suits, proceedings and claims; and (e) there is unaware no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of any facts which are reasonably likely to form a basis for Subsidiaries infringes or otherwise violates any such claimpatent, trademark, copyright, trade secret or other proprietary right of others, other than non-material actions, suits, proceedings and claims.

Intellectual Property. Except as for specific matters described in the Registration StatementProspectus, the Company and its subsidiaries own, possess or have sufficient rights to use all trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Prospectus to be conducted by them. Except as disclosed in the Prospectus (i) there are no rights of third parties to any of the Intellectual Property Rights owned or Disclosure Package purported to be owned by the Company or its subsidiaries; (ii) to the Company’s knowledge there is no infringement, misappropriation, breach, or default by any third party of any of the Intellectual Property Rights of the Company or any of its subsidiaries; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the Company’s or any of its subsidiaries’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, enforceability or scope of any Intellectual Property Rights of the Company or any of its subsidiaries; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights of any third party; (vi) none of the Intellectual Property Rights used or held for use by the Company or any of its subsidiaries in their businesses has been obtained or is being used or held for use by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, and (vii) the Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights the value of which to the Company or any subsidiary is contingent upon maintaining the confidentiality thereof, except in each case covered by clauses (i) – (vii) such as would not reasonably be expected tonot, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimChange.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually Statement or in the aggregateany document incorporated by reference therein, result in a Material Adverse Effect, (i) the Company holds all material licenses, certificates and its Subsidiaries own permits from governmental authorities which are necessary to the conduct of their businesses in the manner in which they are being conducted; the Company owns or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights possesses the right to use all patents, patent rights, trademarks, trade names, service marks, tradenamesservice names, copyrights, license rights, know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) and other proprietary intellectual property rights (collectively, “"Intellectual Property Rights”Property") necessary for to carry on their respective businesses as now business in all material respects in the manner in which it is being conducted, (ii) ; the Company believes it has not infringed, and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any has not received notice of its Subsidiaries that is necessary for their respective businesses as now conductedconflict with, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity. The Company has taken all steps reasonably necessary to secure ownership interests in Intellectual Property created for it by any contractors. There are no outstanding options, (v) there licenses or agreements of any kind relating to the Intellectual Property of the Company that are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not described therein in all material respects. The Company is no proceeding pending not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and are not described therein in all material respects. None of the technology employed by the Company and material to the Company's business has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the knowledge of the Company's knowledge, threatened in writing, charging the Company or any of its Subsidiaries with infringementofficers, misappropriation directors or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending employees or, to the knowledge Company's knowledge, otherwise in violation of the Company, threatened in writing, which challenge the rights of any persons; the Company has not received any written or oral communications alleging that the Company has violated, infringed or conflicted with, or, by conducting its business as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, would violate, infringe or conflict with, any of its Subsidiaries to use the Intellectual Property Rights of any other person or entity. The Company knows of no infringement by others of Intellectual Property owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.

Intellectual Property. Except as described in The Company and its subsidiaries own or possess the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, valid right to use all (i) the Company valid and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all enforceable patents, patent applications, trademarks, trademark registrations, service marks, tradenamesservice xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trade marks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or other proprietary rights procedures) (collectively, “Intellectual Property RightsAssets”) necessary for to conduct their respective businesses as now currently conducted, (ii) and as proposed to be conducted and described in the Prospectus. The Company believes it and its Subsidiaries subsidiaries have taken all commercially reasonable steps necessary to establish and preserve not received any opinion from their legal counsel concluding that any activities of their respective ownership of all businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to subsidiaries. To the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries subsidiaries’ respective businesses as now conducted do not infringegive rise to any infringement of, misappropriate any misappropriation of, or otherwise violate other violation of, any valid and enforceable Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to person. All licenses for the knowledge use of the CompanyIntellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened in writing, charging the Company or any claim of its Subsidiaries with infringement, misappropriation or other violation breach of any Intellectual Property Rights adversely held license, and the Company has no knowledge of any breach or anticipated breach by a third party which any other person to any Intellectual Property license. Except as described in the Prospectus, no claim has been filedmade against the Company alleging the infringement by the Company of any patent, (vi) no proceedings have been instituted trademark, service xxxx, trade name, copyright, trade secret, license in or are pending orother intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, to maintain and safeguard its Intellectual Property Rights, including the knowledge execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, threatened in writinguse, which challenge the rights of the Company or hold for use any of its Subsidiaries to use the Intellectual Property Rights owned by as owned, used or licensed to held for use in the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge conduct of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimbusiness as currently conducted.

Intellectual Property. Except The Company and its subsidiaries own or possess rights in (i) patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trade marks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted and described in the Registration Statement, Prospectus or the General Disclosure Package or as would not reasonably be expected toand the Final Prospectus. To the Company’s knowledge, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the are valid and enforceable. The Company or and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of its Subsidiaries that is necessary for their respective businesses as now conductedinfringe, (iii) to the knowledge of the Companymisappropriate, there is no infringementor otherwise violate, misappropriation or other violation of the valid and enforceable Intellectual Property Rights owned by of any third party and the Company or is unaware of any facts which would form a reasonable basis for such a conclusion. The Company and its subsidiaries have not received written notice of its Subsidiaries any challenge, which is to their knowledge after reasonable investigation is still pending, by any third party, (iv) other person to the knowledge of the Company, the present business, activities and products rights of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate subsidiaries with respect to any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held Assets owned or used by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rightssubsidiaries, and the Company is unaware of any facts which are reasonably likely to would form a reasonable basis for any such claimchallenge. To the knowledge of the Company: (i) the Company and its subsidiaries’ respective businesses as now conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person, nor would such infringement, misappropriation or violation arise upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package and the Final Prospectus as under development; (ii) there is no pending, threatened, or contemplated action, suit, proceeding or claim by others asserting any such infringement, misappropriation or violation; and (iii) except as described in the Registration Statement, the General Disclosure Package and the Final Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. All licenses for the use of the Intellectual Property Rights described in the Registration Statement, the General Disclosure Package and the Final Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any intellectual property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any intellectual property license. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken all necessary actions to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and which relate to the Company’s business. All founders and key employees have signed confidentiality and invention assignment agreements with the Company. The product candidates described in the Registration Statement, the General Disclosure Package and the Final Prospectus as under development by the Company fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company.

Intellectual Property. Except as described disclosed in the Registration StatementStatement and the Prospectus, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or subsidiaries own, possess, license or can promptly acquire on reasonable terms, ownership, licenses or other legal have an exclusive option to license adequate rights to use all patents, trademarks, service marks, tradenamestrade names, copyrights, domain names, licenses, approvals, technology and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other proprietary rights intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary used or held to be used for their respective businesses the conduct of the Company’s business now conducted and as now proposed in the Registration Statement and the Prospectus to be conducted, except where the failure to own, possess or license such Intellectual Property Rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus and to the Company’s knowledge: (i) neither the Company nor any of its subsidiaries has materially infringed, misappropriated or otherwise violated the Intellectual Property Rights of any third party, and neither the manufacture of, nor the use or sale of, any of the product candidates described in the Registration Statement and the Prospectus will materially infringe or otherwise violate the Intellectual Property Rights of any third party and (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary there are no rights of third parties to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by or exclusively licensed to the Company or any of its Subsidiaries subsidiaries. Except as would not, individually or in aggregate, if determined adversely to the Company or any of its subsidiaries, reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party, party (ivi) challenging the Company’s or any of its subsidiaries’ rights in or to the knowledge any of the Company, the present business, activities and products of ’s Intellectual Property Rights; (ii) alleging that the Company and or any of its Subsidiaries do not infringesubsidiaries have infringed, misappropriate misappropriated or otherwise violate violated any Intellectual Property Rights of any other person third party; or entity(iii) challenging the validity, (v) there is no proceeding pending or, scope or enforceability of any Intellectual Property Rights owned or exclusively licensed to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with subsidiaries, and in the case of each of (i), (ii) and (iii), the Company is unaware of any facts that would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no infringement, misappropriation misappropriation, breach or other violation default by others of any Intellectual Property Rights adversely held owned by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, exclusively licensed to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the subsidiaries, and all Intellectual Property Rights owned by or licensed to the Company or any of its Subsidiariessubsidiaries are valid and enforceable, except as would not reasonably be expected, individually or in aggregate, to have a Material Adverse Effect. The Company and (vii) its subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights, the value of which to the Company and to its subsidiaries is contingent upon maintaining the confidentiality thereof. All founders, current and former employees and consultants involved in the development of the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to for the Company or any of its subsidiaries have signed confidentiality and invention assignment agreements with the Company or any of its Subsidiaries, subsidiaries pursuant to which the Company or any of its subsidiaries either (i) has not been adjudged invalid or unenforceable in whole or in part obtained ownership of and there is no pending or, to the knowledge exclusive owner of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, or (ii) has obtained a valid and unrestricted right to exploit such Intellectual Property Rights, sufficient for the conduct of the business as currently conducted and as proposed in the Registration Statement and the Company is unaware of any facts which are reasonably likely Prospectus to form a basis for any such claimbe conducted.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effectset forth on Schedule 3.11, (i) the Company (A) solely and its Subsidiaries own exclusively owns, free and clear of all liens or possessencumbrances, or can promptly acquire on reasonable termsall right, ownership, licenses or other legal rights title and interest in and to use any and all patents, trademarks, service marks, tradenamesdomain names, inventions, know how, patents, copyrights, works of authorship, trade secrets or secrets, confidential information, software, and other proprietary rights intellectual property (collectively, “Intellectual Property RightsProperty”) that the Company purports to own (collectively, “Owned IP”) and (A) owns or has a valid license to use, sell, or license, as the case may be, all other Intellectual Property and information technology rights, systems, and assets (collectively, “IT Systems”) used in or necessary for their respective businesses to conduct its business as now conducted, currently conducted and proposed to be conducted and none of the foregoing will be adversely impacted by the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby; (ii) the Company believes it and the conduct of the Company’s business (including its Subsidiaries have taken all commercially reasonable steps necessary to establish products and preserve their respective ownership of all services) did not and do not infringe, misappropriate, or otherwise violate the Intellectual Property Rights owned by rights of any third party nor constitute unfair competition or trade practices and the Company has not received any written notices (including offers to license) and there are no claims, actions or any of its Subsidiaries that is necessary for their respective businesses as now conducted, proceedings pending (iii) or to the knowledge of the Company, there is no infringementthreatened), misappropriation or other violation in each case, alleging any of the Intellectual Property Rights owned by foregoing or contesting the Company ownership, use, validity, or enforceability of any of its Subsidiaries by any third party, Owned IP; (iv) to the knowledge of the Company, the present businessno third party has infringed, activities and products of the Company and its Subsidiaries do not infringe, misappropriate misappropriated or otherwise violate violated any Intellectual Property Rights of any other person or entity, Owned IP; (v) there the Company takes reasonable steps to maintain, police and protect all Owned IP and the confidentiality of all of its IT Systems and its confidential information and trade secrets, all of which have been maintained in confidence and have not been disclosed other than pursuant to written non-disclosure and confidentiality agreements; and (iv) all source code for any proprietary Company software is no proceeding pending or, to the knowledge of in the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, ’s sole possession and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimmaintained as strictly confidential.

Intellectual Property. Except as described Subject to the qualifications set forth in the Registration Statementthis Section 4.13(c) below, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and and/or its Subsidiaries own or possessown, or can promptly acquire on reasonable termsare licensed or otherwise have the right to use, ownership, licenses or other legal rights to use all patents, inventions, trademarks, service marks, tradenamestrade names, domain names, copyrights, and registrations and applications for the foregoing, know-how, manufacturing processes, formulae, trade secrets or secrets, rights of publicity of natural persons and any other proprietary rights intangible property and assets which are material to the businesses of Company and its Subsidiaries as now conducted and as proposed to be conducted (collectively, the “Intellectual Property Rights”) necessary for their respective businesses ). Except as now conductedset forth on Schedule 4.13(c), (ii) the Company believes it does not have any Knowledge of, and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the neither Company or nor any of its Subsidiaries that is necessary for their respective businesses as now conductedhas given any notice of, (iii) to the knowledge any pending conflicts with or infringement of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held or Regulatory Approvals by a third party which has been filedany third-party, (vi) and no proceedings have been instituted action, suit, arbitration, or are pending legal, administrative or other proceedings, or investigation is pending, or, to the knowledge Knowledge of Company, threatened, which involves any Intellectual Property Rights and which could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 4.13(c), neither Company nor any of its Subsidiaries is subject to any judgment, order, writ, injunction or decree of any Governmental Authority or any arbitrator, or has entered into or is a party to any contract, which restricts or impairs the use of any such Intellectual Property Rights or Company’s or any of its Subsidiaries’ use of or right to use any of the Intellectual Property Rights and which could reasonably be expected to have a Material Adverse Effect. To the Knowledge of Company, threatened in writing, which challenge the rights of the no Intellectual Property Rights licensed to or by or otherwise used by Company or any of its Subsidiaries, no services rendered or products manufactured by or sold by Company or any of its Subsidiaries, and no conduct of the business of Company or any of its Subsidiaries, infringes upon or otherwise violates any intellectual property rights of any third-party. Except as set forth on Schedule 4.13(c), neither Company nor any of its Subsidiaries has received notice of any pending conflict with or infringement upon such third-party intellectual property rights. No claims have been asserted by any Person with respect to use the validity of or Company’s or any of its Subsidiaries’ ownership of or right to use, the Intellectual Property Rights owned by or licensed and, to the Knowledge of Company, there is no reasonable basis for any such claim to be successful. The Intellectual Property Rights are valid and enforceable and no registration or application relating thereto that is material to the business of Company or its SubsidiariesSubsidiaries has lapsed, expired or been abandoned or cancelled or is the subject of cancellation or other adversarial proceedings, and (vii) all applications therefore are pending and are in good standing. Company and its Subsidiaries have complied in all material respects with their respective contractual obligations relating to the Intellectual Property Rights owned by and, used pursuant to the knowledge of the Company, licensed, to the licenses. Company and its Subsidiaries, has not been adjudged invalid or unenforceable Subsidiaries take reasonable security measures that are adequate to retain trade secret protection in whole or in part and there the non-patented technology that is no pending or, material to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimtheir business.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected tonot, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect, Effect (i) the Company and each of its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal possess valid and enforceable rights to use all patents, trademarks, service markslogos, tradenamestrade names, Internet domain names, patent rights, copyrights, trade secrets or secrets, know-how, rights in computer software and other proprietary similar intellectual property rights (together with all goodwill associated with, any registrations of, or applications for registration of any of the foregoing, collectively, “Intellectual Property Rights”) necessary for their respective businesses that are used in the operation of the Company and its Subsidiaries as now currently conducted, ; (ii) all Owned Intellectual Property are valid and enforceable; (iii) to the Knowledge of the Company, no Person has infringed upon, misappropriated or otherwise violated any of the Owned Intellectual Property; (iv) the conduct of the business of the Company believes it and its Subsidiaries has not infringed, misappropriated, or violated at any time since July 3, 2021, and does not infringe, misappropriate or violate, the Intellectual Property Rights of any other Person; (v) the Company and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership maintain the confidentiality of all Intellectual Property Rights the material trade secrets owned (or purported to be owned) by the Company or any of its Subsidiaries; (vi) no material source code owned (or purported to be owned) by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedhas been disclosed or otherwise made available to any Person (excluding an escrow agent), (iii) and, to the knowledge Knowledge of the Company, there is no infringementcircumstance or condition exists that (with or without notice or lapse of time, misappropriation or both) would result in a requirement that any such source code be disclosed, licensed or made available to any third party (other violation than an escrow agent); and (vii) neither the Company nor any of the Intellectual Property Rights owned by its Subsidiaries has received any notice of any third-party allegations or claims that (A) the Company or any of its Subsidiaries by any third party, (iv) to or the knowledge conduct of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate their respective businesses infringe or otherwise violate any conflict with asserted Intellectual Property Rights of any other person others or entity, (vB) there is no proceeding pending or, to challenge the knowledge of the Company, threatened in writing, charging the Company ownership or any of its Subsidiaries with infringement, misappropriation or other violation validity of any Owned Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimProperty.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as has not had and would not reasonably be expected toto have, individually or in the aggregate, result in a Material Adverse EffectEffect on the Company, and except as identified in Section 5.18 of the Company Disclosure Schedule: (i) the Company and each of its Subsidiaries own or possessowns, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights is licensed to use (in each case, free and clear of any Liens), all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) used in or necessary for their respective businesses the conduct of its business as now currently conducted, ; (ii) neither the Company believes it and nor its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all has infringed, misappropriated or otherwise violated the Intellectual Property Rights owned by the Company or rights of any of its Subsidiaries that is necessary for their respective businesses as now conducted, Person; (iii) to the knowledge of the Company, there is no infringementPerson has challenged, misappropriation infringed, misappropriated or other violation of the otherwise violated any Intellectual Property Rights right owned by and/or licensed to the Company or its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received any written notice or otherwise has knowledge of any pending claim, action, suit, order or proceeding with respect to any Intellectual Property owned by the Company or any of its Subsidiaries or alleging that any services provided, processes used or products manufactured, used, imported, offered for sale or sold by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringementinfringes, misappropriation misappropriates or other violation of otherwise violates any Intellectual Property Rights adversely held by a third party which has been filed, rights of any Person; (viv) no proceedings have been instituted or are pending or, to the knowledge consummation of the Companytransactions contemplated by this Agreement will not alter, threatened in writingencumber, which challenge the rights impair or extinguish any Intellectual Property right of the Company or any of its Subsidiaries or impair the right of Parent to develop, use, sell, license or dispose of, or to bring any action for the infringement of, any Intellectual Property right of the Company or any of its Subsidiaries; (vi) the Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Trade Secrets owned, used or held for use by the Company or any of its Subsidiaries and no such Trade Secrets have been disclosed other than to employees, representatives and agents of the Company or any of its Subsidiaries all of whom are bound by written confidentiality agreements; and (vii) neither the Company nor any of its Subsidiaries has granted any exclusive licenses or other rights, of any kind or nature, in or to any of the Intellectual Property Rights owned by the Company or licensed any of its Subsidiaries to any third party and no third party has granted any licenses or other rights, of any kind or nature, to the Company or any of its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis Subsidiaries for any such claimmaterial Intellectual Property.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effectset forth on Schedule 2.11, (i) the Company (A) solely and its Subsidiaries own exclusively owns, free and clear of all liens or possessencumbrances, or can promptly acquire on reasonable termsall right, ownership, licenses or other legal rights title and interest in and to use any and all patents, trademarks, service marks, tradenamesdomain names, inventions, know how, patents, copyrights, works of authorship, trade secrets or secrets, confidential information, software, and other proprietary rights intellectual property (collectively, “Intellectual Property RightsProperty”) that the Company purports to own (collectively, “Owned IP”) and (A) owns or has a valid license to use, sell, or license, as the case may be, all other Intellectual Property and information technology rights, systems, and assets (collectively, “IT Systems”) used in or necessary for their respective businesses to conduct its business as now conducted, currently conducted and proposed to be conducted and none of the foregoing will be adversely impacted by the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby; (ii) the Company believes it and the conduct of the Company’s business (including its Subsidiaries have taken all commercially reasonable steps necessary to establish products and preserve their respective ownership of all services) did not and do not infringe, misappropriate, or otherwise violate the Intellectual Property Rights owned by rights of any third party nor constitute unfair competition or trade practices and the Company has not received any written notices (including offers to license) and there are no claims, actions or any of its Subsidiaries that is necessary for their respective businesses as now conducted, proceedings pending (iii) or to the knowledge of the Company, there is no infringementthreatened), misappropriation or other violation in each case, alleging any of the Intellectual Property Rights owned by foregoing or contesting the Company ownership, use, validity, or enforceability of any of its Subsidiaries by any third party, Owned IP; (iv) to the knowledge of the Company, the present businessno third party has infringed, activities and products of the Company and its Subsidiaries do not infringe, misappropriate misappropriated or otherwise violate violated any Intellectual Property Rights of any other person or entity, Owned IP; (v) there the Company takes reasonable steps to maintain, police and protect all Owned IP and the confidentiality of all of its IT Systems and its confidential information and trade secrets, all of which have been maintained in confidence and have not been disclosed other than pursuant to written non-disclosure and confidentiality agreements; and (iv) all source code for any proprietary Company software is no proceeding pending or, to the knowledge of in the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, ’s sole possession and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimmaintained as strictly confidential.

Intellectual Property. Except as described disclosed in or specifically contemplated by the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse EffectPrivate Placement Memorandum, (i) the Company and its Subsidiaries Subsidiary own or possess, or can promptly acquire on reasonable terms, ownership, have obtained valid and enforceable licenses or other legal rights to use all options for the inventions, patent applications, patents, trademarks, service markstrademarks (both registered and unregistered), tradenames, copyrights, copyrights and trade secrets or other proprietary rights necessary for the conduct of the Company's and its Subsidiary's respective businesses as currently conducted and as the Private Placement Memorandum indicates the Company and its Subsidiary contemplate conducting (collectively, “the "Intellectual Property"); and (ii) to the Company's knowledge (for each of the following subsections (a) through (e)): (a) there are no third parties who have any ownership rights to any Intellectual Property Rights”) necessary that is owned by, or has been licensed to, the Company or its Subsidiary for the product indications described in the Private Placement Memorandum that would preclude the Company or its Subsidiary from conducting their respective businesses as now conducted, (ii) currently conducted and as the Private Placement Memorandum indicates the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective Subsidiary contemplate conducting, except for the ownership rights of all the owners of the Intellectual Property Rights owned licensed or optioned by the Company or its Subsidiary; (b) there are currently no sales of any products that would constitute an infringement by third parties of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the any Intellectual Property Rights owned owned, licensed or optioned by the Company or any of its Subsidiaries by any third party, Subsidiary; (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (vc) there is no pending or threatened action, suit, proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held claim by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge others challenging the rights of the Company or its Subsidiary in or to any of its Subsidiaries to use the Intellectual Property Rights owned owned, licensed or optioned by or licensed to the Company or its SubsidiariesSubsidiary, and other than non-material claims; (viid) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending oror threatened action, to the knowledge of the Companysuit, threatened in writing proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rightsowned, licensed or optioned by the Company, other than non-material claims; and (e) there is no pending or threatened action, suit, proceeding or claim by others that the Company is unaware infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary right of any facts which are reasonably likely to form a basis for any such claimothers, other than non-material claims.

Intellectual Property. Home and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any material Liens), all Intellectual Property necessary for the conduct of its business as currently conducted. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected toto have, individually or in the aggregate, result in a Material Adverse Effect, Effect on Home: (a) (i) the Company use of any Intellectual Property by Home and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do does not infringe, misappropriate or otherwise violate the rights of any person and is in accordance with any applicable license pursuant to which Home or any Home Subsidiary acquired the right to use any Intellectual Property, and (ii) no person has asserted in writing to Home or any of its Subsidiaries that Home or any of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property Rights rights of any other person or entitysuch person, (vb) there to Home’s knowledge, no person is no proceeding pending orchallenging, to the knowledge infringing on or otherwise violating any right of the Company, threatened in writing, charging the Company Home or any of its Subsidiaries with infringement, misappropriation or other violation of respect to any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or and/or licensed to the Company Home or its Subsidiaries, and (viic) the neither Home nor any Home Subsidiary has received any written notice of any pending claim with respect to any Intellectual Property Rights owned by andHome or any Home Subsidiary, and Home and its Subsidiaries have taken commercially reasonable actions to avoid the knowledge abandonment, cancellation or unenforceability of the Company, all Intellectual Property owned or licensed, to the Company respectively, by Home and its SubsidiariesSubsidiaries necessary for the conduct of its business as currently conducted. For purposes of this Agreement, has not been adjudged invalid “Intellectual Property” means: trademarks, service marks, brand names, internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or unenforceable renewal of any such registration or application; inventions, discoveries and ideas, whether patentable or not, in whole or any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and there is no pending orrenewal applications), to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rightsall improvements thereto, and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and know-how, including processes, technologies, protocols, formulae, prototypes and confidential information and rights in any jurisdiction to limit the Company is unaware use or disclosure thereof by any person; writings and other works, whether copyrightable or not and whether in published or unpublished works, in any jurisdiction; and registrations or applications for registration of copyrights in any facts which are reasonably likely to jurisdiction, and any renewals or extensions thereof; computer programs, whether in source code or object code form a basis for (including any such claimand all software implementation algorithms), databases and compilations (including any and all data and collections of data); and any similar intellectual property or proprietary rights.

Intellectual Property. The Company and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any material Liens), all Intellectual Property necessary for the conduct of its business as currently conducted. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected toexpected, either individually or in the aggregate, result in to have a Material Adverse EffectEffect on the Company, (a) (i) the use of any Intellectual Property by the Company and its Subsidiaries own does not infringe, misappropriate or possess, otherwise violate the rights of any person and is in accordance with any applicable license pursuant to which the Company or can promptly acquire on reasonable terms, ownership, licenses or other legal rights any Company Subsidiary acquired the right to use all patentsany Intellectual Property, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, and (ii) no person has asserted in writing to the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by that the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedhas infringed, (iii) to the knowledge of the Company, there is no infringement, misappropriation misappropriated or other violation of otherwise violated the Intellectual Property Rights owned by the Company or any rights of its Subsidiaries by any third partysuch person, (ivb) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other no person or entity, (v) there is no proceeding pending challenging or, to the knowledge of the Company, threatened in writinginfringing on or otherwise violating, charging any right of the Company or any of its Subsidiaries with infringement, misappropriation or other violation of respect to any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (viic) neither the Company nor any Company Subsidiary has received any notice of any pending claim with respect to any Intellectual Property Rights owned by andthe Company or any Company Subsidiary, and the Company and its Subsidiaries have taken commercially reasonable actions to avoid the knowledge abandonment, cancellation or unenforceability of the Company, all Intellectual Property owned or licensed, to respectively, by the Company and its Subsidiaries. For purposes of this Agreement, has not been adjudged invalid “Intellectual Property” means trademarks, service marks, brand names, internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or unenforceable in whole renewal of any such registration or application; patents, applications for patents (including divisions, continuations, continuations in part and there is no pending orrenewal applications), to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rightsall improvements thereto, and the Company is unaware any renewals, extensions or reissues thereof, in any jurisdiction; trade secrets; and copyrights registrations or applications for registration of copyrights in any facts which are reasonably likely to form a basis for jurisdiction, and any such claimrenewals or extensions thereof.

Intellectual Property. Except as described in to the Registration Statement, Prospectus or Disclosure Package or as extent it would not be reasonably be expected to, individually or in the aggregate, result in to have a Material Adverse Effect, : (i) the Company and its Subsidiaries each Company Subsidiary own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, tradenamestrade names, copyrightsdomain names, trade secrets software, data and other worldwide intellectual property or other similar proprietary rights rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”) ), in each case, used in or reasonably necessary for to the conduct of their respective businesses as now currently conducted, ; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, Company Subsidiary (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the “Company Owned Intellectual Property Rights Rights”), are solely and exclusively owned by the Company or any the Company Subsidiaries, in each case free and clear of its Subsidiaries by any third partyall liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iviii) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Owned Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending orand, to the knowledge of the Company’s knowledge, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiariesany Company Subsidiary, are valid, subsisting and (vii) the Intellectual Property Rights owned by andenforceable, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others a third party (A) challenging the validity validity, scope or scope enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company is unaware Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of any facts which are reasonably likely all information intended to form be maintained as a basis for any such claimtrade secret.

Intellectual Property. Except as for specific matters described in the Registration StatementProspectus, the Company and its subsidiaries own, possess or have sufficient rights to use all trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Prospectus to be conducted by them. Except as disclosed in the Prospectus (i) to the Company’s knowledge, there are no rights of third parties to any of the Intellectual Property Rights owned or Disclosure Package purported to be owned by the Company or its subsidiaries, except for those certain rights retained by the federal and state governments pursuant to the Company’s grants and loan award; (ii) to the Company’s knowledge there is no infringement, misappropriation, breach, or default by any third party of any of the Intellectual Property Rights of the Company or any of its subsidiaries; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the Company’s or any of its subsidiaries’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, enforceability or scope of any Intellectual Property Rights of the Company or any of its subsidiaries; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights of any third party; (vi) none of the Intellectual Property Rights used or held for use by the Company or any of its subsidiaries in their businesses has been obtained or is being used or held for use by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, and (vii) the Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights the value of which to the Company or any subsidiary is contingent upon maintaining the confidentiality thereof, except in each case covered by clauses (i) – (vii) such as would not reasonably be expected tonot, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimChange.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as has not had and would not reasonably be expected toto have, individually or in the aggregate, result in a Material Adverse EffectEffect on the Company, and except as identified in Section 5.17 of the Company Disclosure Schedule: (i) the Company and each of its Subsidiaries own or possessowns, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights is licensed to use (in each case, free and clear of any Liens), all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) used in or necessary for their respective businesses the conduct of its business as now currently conducted, ; (ii) neither the Company believes it and nor its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all has infringed, misappropriated or otherwise violated the Intellectual Property Rights rights of any Person; (iii) to the Knowledge of the Company, no Person has challenged, infringed, misappropriated or otherwise violated any Intellectual Property right owned by and/or licensed to the Company or its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending claim, action, suit, order or proceeding with respect to any Intellectual Property owned by the Company or any of its Subsidiaries or alleging that is necessary any services provided, processes used or products manufactured, used, imported, offered for their respective businesses as now conductedsale or sold by the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property rights of any Person; (iiiv) to the knowledge consummation of the Companytransactions contemplated by this Agreement will not alter, there is encumber, impair or extinguish any Intellectual Property right of the Company or any of its Subsidiaries or impair the right of Parent to develop, use, sell, license or dispose of, or to bring any action for the infringement of, any Intellectual Property right of the Company or any of its Subsidiaries; (vi) the Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Trade Secrets owned, used or held for use by the Company or any of its Subsidiaries and no infringementsuch Trade Secrets have been disclosed other than to employees, misappropriation representatives and agents of the Company or any of its Subsidiaries all of whom are bound by written confidentiality agreements; and (vii) neither the Company nor any of its Subsidiaries has granted any exclusive licenses or other violation rights, of any kind or nature, in or to any of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by to any third partyparty and no third party has granted any licenses or other rights, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person kind or entity, (v) there is no proceeding pending ornature, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimmaterial Intellectual Property.

Intellectual Property. Except Other than as described set forth in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, Recent Reports: (ia) the Company and its Subsidiaries own Seller or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights a Subsidiary thereof has the right to use or is the sole and exclusive owner of all right, title and interest in and to all foreign and domestic patents, patent rights, patent applications, trademarks, service marks, tradenamestrade names, copyrightsbrands and copyrights (whether or not registered and, trade secrets if applicable, including pending applications for registration) owned, used or other proprietary rights controlled by the Seller and its Subsidiaries (collectively, “Intellectual Property the "Rights”") necessary for their respective businesses as now conductedand in and to each material invention, (ii) software, trade secret, technology, product, composition, formula, method of process used by the Company believes it Seller and any intangible property and assets that are material to the business of the Seller or its Subsidiaries have taken all commercially reasonable steps necessary (the Rights and such other items, the "Intellectual Property"), and has the right to establish use the same, free and preserve their respective ownership clear of all Intellectual Property Rights owned any claim or conflict with the rights of others; (b) no royalties or fees (license or otherwise) are payable by the Company Seller or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge any Person by reason of the Company, there is no infringement, misappropriation ownership or other violation use of any of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, except as set forth on Schedule 3.15; (ivc) to the knowledge Seller's knowledge, there have been no claims made against the Seller or any Subsidiary asserting the invalidity, abuse, misuse, or unenforceability of any of the CompanyIntellectual Property, and, to each of their knowledge, there are no reasonable grounds for any such claims; (d) neither the present businessSeller nor any subsidiary has made any claim of any violation or infringement by others of its rights in the Intellectual Property, activities and products to the best of their knowledge, no reasonable grounds for such claims exist; and (e) neither the Seller nor any Subsidiary has received any notice that it is in conflict with or infringing upon the asserted rights of others in connection with the Intellectual Property, and to the best of their knowledge, no reasonable grounds for such claims exist. Each of the Company Seller and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, has taken security measures designed to the knowledge of the Company, threatened enable it to assert trade secret protection in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimnon-patented technology.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) Section 4.17 of the Company Disclosure Schedule contains a true and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use complete list of all patents, trademarkspatent applications, trademark and service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it xxxx registrations and its Subsidiaries have taken all commercially reasonable steps necessary to establish applications and preserve their respective ownership of all Intellectual Property Rights copyright registrations and applications owned by the Company or any of its Subsidiaries that or exclusively licensed to the Company or any of its Subsidiaries for use in their businesses. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, and except as identified in Section 4.17 of the Company Disclosure Schedule: (i) the Company and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any Liens), all Intellectual Property used in or necessary for their respective businesses the conduct of its business as now currently conducted, and neither the Company nor any of its Subsidiaries has received any written notice or other communication, or otherwise has knowledge of any information that would render or indicate that such Intellectual Property is or may be invalid or unenforceable; (ii) neither Company nor its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of any Person; (iii) to the knowledge of the Company, there is no infringementPerson has challenged, misappropriation infringed, misappropriated or otherwise violated any Intellectual Property right owned by and/or licensed to the Company or its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received any written notice or otherwise has knowledge of any pending claim, action, suit, order or proceeding with respect to any Intellectual Property owned or used by the Company or any of its Subsidiaries or alleging that any services provided, processes used or products manufactured, used, imported, offered for sale or sold by the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property rights of any Person; (v) the consummation of the transactions contemplated by this Agreement will not alter, encumber, impair or extinguish any Intellectual Property right of the Company or any of its Subsidiaries or impair the right of Parent to develop, use, sell, license or dispose of, or to bring any action for the infringement of, any Intellectual Property right of the Company or any of its Subsidiaries; (vi) the Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Trade Secrets owned, used or held for use by the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Trade Secrets have been disclosed other than to employees, representatives and agents of the Company or any of its Subsidiaries, in each case subject to reasonable and appropriate confidentiality efforts under the circumstances; and (vii) neither the Company nor any of its Subsidiaries has granted any licenses or other violation rights, of any kind or nature, in or to any of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by to any third partyparty and no third party has granted any licenses or other rights, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person kind or entity, (v) there is no proceeding pending ornature, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of for any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimProperty.

Intellectual Property. Except as described in the Registration StatementThe Company has an unrestricted and exclusive ownership right and title, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or [believes it] can promptly acquire on commercially reasonable terms, ownership, licenses or other terms sufficient legal rights to use all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade dress, logos, service marks, copyrights, trade secrets, licenses, domain names, URL’s, mask works, technical data, information and other intangible assets, know-how, technology, processes, applications, algorithms, computer programs and software, works of authorship, designs and inventions (whether or not reduced to practice) and any and all intellectual and proprietary rights, that are used by the Company in, being developed by the Company for, or as are necessary to the conduct of the Company’s business as now conducted and as presently proposed to be conducted ("Company Intellectual Property") without any known conflict with, or infringement of, the rights of others. To the Company’s [and the Founders] knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. The Company has not transferred, disposed of, pledged or otherwise granted to any third party any right, option or license, express or implied, with respect to the Company Intellectual Property. Other than with respect to commercially available software products under standard end-user object code license agreements, the Company is not obligated to make payments by way of royalties, fees or otherwise to an owner or licensee of patents, trademarks, service marks, tradenamestrade names, copyrights, trade secrets secrets, or other intellectual and/or proprietary rights with respect to the use thereof, in connection with the conduct of the Company’s business as conducted and as contemplated to be conducted. The Company has not received any communications alleging that the Company has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person. Neither the Company nor any of the Founders has knowledge of any third party (collectivelyincluding any employee or former employee of the Company) interfering with, “infringing upon, misappropriating, violating or using without authorization any of the Company Intellectual Property Rights”) necessary Property. The Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their respective businesses as now conducted, (ii) use in connection with the Company’s business. Any and all of the Company believes it Intellectual Property, was not invented, discovered, created, conceived or developed within the framework of or in relation to employment by former employers of the Founders or within the framework of or in relation to their engagement by any other third party. Each employee, officer, independent contractor and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge consultant of the Company, there whose engagement with the Company is no infringementrelated in any manner to the development or otherwise to any contribution to proprietary information, misappropriation know- how, technology, inventions, discoveries, developments, concepts and/or ideas, has executed a proprietary information and inventions agreement, pursuant to which all title, rights and interest in and with respect to any information, know-how, technology and any and all intellectual and proprietary rights in and to any and all inventions, discoveries, developments, concepts and ideas which each such employee, contractor or other violation consultant shall develop, discover, invent, create or conceive in the course of the Intellectual Property Rights owned their engagement by the Company (and, with respect to employees, also such that are related to the business of the Company as now conducted and as contemplated to be conducted), is fully vested with the Company and is the sole property of the Company. The Company has not embedded any open source, copyleft or community source code in any of its Subsidiaries by products generally available or in development, including but not limited to any third partylibraries or code licensed under any General Public License, (iv) Lesser General Public License or similar license arrangement. The Company and the Founders have taken all necessary security measures to protect and maintain the secrecy, confidentiality, value of, and the Company's ownership rights in and to the Company Intellectual Property. For purposes of this Section .אצמנ אל הינפהה רוקמ !האיגש3.14, the Company shall be deemed to have knowledge of a patent right if the Company has actual knowledge of the Company, the present business, activities and products patent right or would be found to be on notice of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, such patent right as determined by reference to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimUnited States patent laws.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries own or possess, have license to, or can promptly acquire rights to (whether by ownership or license) on reasonable terms, ownershipadequate patents, licenses patent applications, copyrights, technology, data, know how (including inventions, trade secrets and other unpatented and/or unpatentable proprietary or other legal rights to use all patentsconfidential information, systems or procedures), trademarks, service marks, tradenames, copyrights, trade secrets names or other proprietary rights intellectual property (collectively, “Intellectual Property RightsProperty”) necessary for their respective businesses as to carry on the business now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned operated by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending orthem and, to the knowledge of the Company, threatened in writing, charging as currently proposed to be conducted by the Company or and its Subsidiaries as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. Neither the Company nor any of its Subsidiaries with has received any notice or is otherwise aware of (i) any infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a rights of any third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of by the Company or any of its Subsidiaries to use the or (ii) any facts or circumstances which would render, in whole or in part, any Intellectual Property Rights owned by or exclusively licensed to the Company or any of its Subsidiaries (such Intellectual Property, the “Company Intellectual Property”) invalid or unenforceable, and which infringement, misappropriation or violation (in the event of any unfavorable decision, ruling or finding by a competent Government Entity) or finding of invalidity or unenforceability, singly or in the aggregate, would result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or violation of any Company Intellectual Property by third parties. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party: (A) challenging the Company’s rights in or to any Company Intellectual Property; (B) challenging the validity, enforceability or scope of any Company Intellectual Property; or (C) asserting that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service under development as described in the General Disclosure Package, infringe, misappropriate or otherwise violate, any Intellectual Property rights of such third parties in any material respect. The Company and its Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which material Intellectual Property has been licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge Company’s knowledge, no Intellectual Property has been obtained or is being used by the Company in violation of any material contractual obligations binding on the Company or in violation of any contractual rights of any person and, to the Company’s knowledge, all such agreements are in full force and effect. All issued or granted Company Intellectual Property has been duly maintained in all material respects and is in full force and effect and, to the Company’s knowledge, there are no material defects in any of the Company Intellectual Property. Each person who is or was an employee or contractor of the Company or its Subsidiaries and who is or was involved in the creation or development of any Intellectual Property for or on behalf of the Company or its Subsidiaries has signed an agreement containing an assignment to the Company or its Subsidiaries of such person’s rights in and to such Intellectual Property and, to the Company’s knowledge, no employee or contractor of the Company or its Subsidiaries is in or has ever been in violation of any material term of any agreement or covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or its Subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries. The Company has taken reasonable steps to protect, maintain and safeguard its rights and licenses under material Intellectual Property owned by or licensed to the Company, licensed, to including the Company execution of appropriate nondisclosure and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimconfidentiality agreements.

Intellectual Property. Schedule 3.23 sets forth a list of all material registered and material unregistered Intellectual Property (as defined below) owned by the Company and used in the conduct of its business and all agreements granting any right to use or practice any right relating to the Intellectual Property currently used in the conduct of the Company's business (the "Licenses") as of the date hereof. Except as described set forth in the Registration StatementDisclosure Statement (i) the Company is the sole owner of all of its rights under the Licenses free and clear of any liens, Prospectus claims, encumbrances or Disclosure Package interests; (ii) the Company is the sole owner of, or has a valid right to use pursuant to a License, all patents and patent applications, registered and unregistered trademarks, service marks, trade names, trade dress, logos, company names and other source or business identifiers, including all goodwill associated therewith, the names, likenesses and other attributes of individuals, registered and unregistered copyrights, computer programs and databases, trade secrets, proprietary technology, know-how, industrial designs and other confidential information and any pending applications for any of the foregoing (collectively, the "Intellectual Property") currently used in the conduct of the Company's business, free and clear of any liens, claims, encumbrances or interests; (iii) to the Company's best knowledge, the present operations of the Company do not, and its past operations did not, infringe upon, violate, interfere or conflict with the rights of others with respect to any Intellectual Property, and no claim is pending or, to the Company's best knowledge, threatened, to this effect; (iv) to the Company's best knowledge, none of the Intellectual Property is invalid or unenforceable, or has not been used or enforced or has failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intellectual Property and no claim is pending or, to the Company's best knowledge, threatened, to this effect; (v) no License provision or any other contract, agreement or understanding to which the Company is a party would prevent the continued use by the Company (as currently used by the Company) of any Intellectual Property following the consummation of the transactions contemplated hereby; (vi) to the Company's best knowledge, no person is infringing upon or otherwise violating any Intellectual Property or License; and (vii) there are no claims pending or, to the Company's best knowledge, threatened in connection with any License, in all cases in clauses (i) through (vii) of this Section 3.23 with only such exceptions as would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.

Intellectual Property. (a) Except as described in the Registration Statement, Prospectus or Disclosure Package or as has not had and would not reasonably be expected toto have, individually or in the aggregate, result in a Company Material Adverse Effect, (i) the Company or a Company Subsidiary owns free and its Subsidiaries own clear of all Liens or possesshas the defensible right to use, or can promptly acquire on reasonable terms, whether through ownership, licenses licensing or other legal rights to use all patentsotherwise, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned used in the ADS Business (“Company Intellectual Property”) in each case in substantially the same manner as such Company Intellectual Property is used in connection with the ADS Business as conducted on the date hereof. Except as set forth in Section 3.15 of the Company Disclosure Schedule and except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (a) no written claim of invalidity or conflicting ownership rights has been made or, to the Company’s knowledge, threatened by a third party with respect to any Company Intellectual Property and no Company Intellectual Property is the subject of any pending or, to the Company’s knowledge, threatened action, suit, claim, investigation, arbitration or other proceeding, (b) no registration for any Company Intellectual Property has been cancelled, abandoned or adjudicated invalid, (c) no Person has given notice to the Company or any Company Subsidiary that the use of its Subsidiaries any Company Intellectual Property by the Company, any Company Subsidiary or any licensee is infringing or has infringed any third party’s domestic or foreign rights in or to any Intellectual Property, or that is necessary for their respective businesses as now conductedthe Company, any Company Subsidiary or any licensee has misappropriated or improperly used or disclosed any trade secret, confidential or proprietary information or know-how, (iiid) to the knowledge Company’s knowledge, none of the Company, there is no infringement, misappropriation or other violation of the Company Intellectual Property Rights owned by the Company has been or any of its Subsidiaries is currently being infringed, misappropriated or otherwise violated by any third party, (ive) to the knowledge making, using, selling, manufacturing, marketing, licensing, reproduction, distribution or publishing of any process, machine or product, or any component thereof, does not and will not infringe any domestic or foreign rights of any third party, and does not and will not involve the misappropriation or improper use or disclosure of any trade secrets, confidential or proprietary information or know-how of any third party, (f) there exists no prior act or current conduct or use by the Company, the present businessany Company Subsidiary or any third party that would void or invalidate any Company Intellectual Property, activities and products of (g) the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any each Company Subsidiary has taken reasonable measures to safeguard the confidentiality and value of all Company Intellectual Property Rights of any comprising trade secrets or other person or entityconfidential information, (vh) there is no proceeding pending or, third party has any joint ownership interest in or to the knowledge of the Company, threatened any Company Intellectual Property in writing, charging which the Company or any Company Subsidiary claims an ownership right and (i) the execution, delivery and performance of its Subsidiaries this Agreement by the Company and the consummation of the Transactions will not breach, violate or conflict with infringementany instrument or agreement concerning any Company Intellectual Property, misappropriation will not cause the forfeiture or other violation termination or give rise to a right of forfeiture or termination of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted rights in or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by andor impair the right of the Purchaser or the Surviving Corporation to make, use, sell, license or dispose of, or to bring any action for the infringement of, any Company Intellectual Property in the same manner as the Company has prior to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimdate hereof.

Intellectual Property. Except as otherwise described in in, or incorporated by reference into, the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, there is no proceeding pending or threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) to the knowledge of the Company, no proceedings have been instituted or are pending or, to the knowledge of the Company, or threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, there is no pending or threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.

Intellectual Property. Except as described disclosed in the Registration Statement, Prospectus or the Pricing Disclosure Package or as would not reasonably be expected toand the Prospectus, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or subsidiaries own, possess, license or can promptly acquire on reasonable terms, ownership, licenses or other legal have an exclusive option to license adequate rights to use all patents, trademarks, service marks, tradenamestrade names, copyrights, domain names, licenses, approvals, technology and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other proprietary rights intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary used or held to be used for their respective businesses the conduct of the Company’s business now conducted and as now proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted, except where the failure to own, possess or license such Intellectual Property Rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and to the Company’s knowledge: (i) neither the Company nor any of its subsidiaries has materially infringed, misappropriated or otherwise violated the Intellectual Property Rights of any third party, and neither the manufacture of, nor the use or sale of, any of the product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus will materially infringe or otherwise violate the Intellectual Property Rights of any third party and (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary there are no rights of third parties to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by or exclusively licensed to the Company or any of its Subsidiaries subsidiaries. Except as would not, individually or in aggregate, if determined adversely to the Company or any of its subsidiaries, reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party, party (ivi) challenging the Company’s or any of its subsidiaries’ rights in or to the knowledge any of the Company, the present business, activities and products of ’s Intellectual Property Rights; (ii) alleging that the Company and or any of its Subsidiaries do not infringesubsidiaries have infringed, misappropriate misappropriated or otherwise violate violated any Intellectual Property Rights of any other person third party; or entity(iii) challenging the validity, (v) there is no proceeding pending or, scope or enforceability of any Intellectual Property Rights owned or exclusively licensed to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with subsidiaries, and in the case of each of (i), (ii) and (iii), the Company is unaware of any facts that would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no infringement, misappropriation misappropriation, breach or other violation default by others of any Intellectual Property Rights adversely held owned by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, exclusively licensed to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the subsidiaries, and all Intellectual Property Rights owned by or licensed to the Company or any of its Subsidiariessubsidiaries are valid and enforceable, except as would not reasonably be expected, individually or in aggregate, to have a Material Adverse Effect. The Company and (vii) its subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights, the value of which to the Company and to its subsidiaries is contingent upon maintaining the confidentiality thereof. All founders, current and former employees and consultants involved in the development of the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to for the Company or any of its subsidiaries have signed confidentiality and invention assignment agreements with the Company or any of its Subsidiaries, subsidiaries pursuant to which the Company or any of its subsidiaries either (i) has not been adjudged invalid or unenforceable in whole or in part obtained ownership of and there is no pending or, to the knowledge exclusive owner of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, or (ii) has obtained a valid and unrestricted right to exploit such Intellectual Property Rights, sufficient for the conduct of the business as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Company is unaware of any facts which are reasonably likely Prospectus to form a basis for any such claimbe conducted.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries own or own, possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”(as defined below) necessary for their respective businesses the conduct of the Company’s or any Subsidiary’s business as now conducted or as described in the SEC Reports to be conducted, (ii) and there are no unreleased liens or security interests which have been filed against any of the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights patents owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedSubsidiaries. Furthermore, (iiii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights parties of any other person or entity, such Intellectual Property; (vii) there is no proceeding pending or, to the knowledge of the Company, threatened threatened, action, suit, Proceeding or other claim by others challenging the Company’s or any Subsidiary’s rights in writingor to any such Intellectual Property, charging and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iii) the Intellectual Property owned by the Company or any of its Subsidiaries with infringementSubsidiaries, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, and to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable unenforceable, in whole or in part part, and there is no pending or, to the knowledge of the Company, threatened in writing proceeding action, suit, Proceeding or other claim by others challenging the validity or scope of any such Intellectual Property, and the Company is not aware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the knowledge of the Company, threatened action, suit, Proceeding or other claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rightsor other proprietary rights of others, neither the Company nor any of its Subsidiaries has received any written notice of such claim and the Company is unaware of any facts other fact which are reasonably likely to would form a reasonable basis for any such claim; (v) the Company and its Subsidiaries have complied with the material terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its Subsidiaries, and all such agreements are in full force and effect; and (vi) any product candidates described in the SEC Reports as under development by the Company or its Subsidiaries fall within the scope of the claims of one or more patents or applications relating to the product candidate or its intended use owned by, or exclusively licensed to, the Company or its Subsidiaries; and (vii) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries, except, in the case of clause (vii), as would not reasonably be expected to have a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, tradenamestrade names, domain names, copyrights, trade secrets or and other proprietary rights intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property RightsProperty”) necessary for to conduct their respective businesses business as now conductedpresently conducted and currently contemplated to be conducted in the future as described in the SEC Reports and S-4 Registration Statement and, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there neither the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is no infringementcurrently infringing, misappropriation misappropriating, conflicting with or other violation otherwise violating, and none of the Intellectual Property Rights owned by the Company or its subsidiaries have received any heretofore unresolved communication or notice of its Subsidiaries by any third partyinfringement of, (iv) to the knowledge of the Companymisappropriation of, the present businessconflict with or violation of, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, other than as described in the SEC Reports or S-4 Registration Statement. Neither the Company nor any of its subsidiaries has received any communication or notice (vin each case that has not been resolved) there alleging that by conducting their business as described in the SEC Reports or S-4 Registration Statement, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. The Company knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by the Company or its subsidiaries has been obtained or is no proceeding pending being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the knowledge of the Company, threatened any of their respective officers, directors or employees, except as would not reasonably be expected, individually or in writingthe aggregate, charging to have a Material Adverse Effect. All Intellectual Property owned or exclusively licensed by the Company or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business), except those that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has the Company or any of its Subsidiaries with infringementsubsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, misappropriation which materially restricts or other violation impairs their use of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimProperty.

Intellectual Property. Except The Group owns, or has obtained valid, binding and enforceable licenses for the right to use, patents, patent applications, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business of the Group as now conducted and as proposed to be conducted, insofar as such Intellectual Property is described in the Registration Statement, Prospectus or the General Disclosure Package and the Prospectus (collectively, the “Company Intellectual Property”), except where failure to own, license or as have such rights would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse Effect, (i) the Company ; and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present businesspatents, activities trademarks, and products of copyrights, if any, included within the Company Intellectual Property are valid, enforceable, and its Subsidiaries do subsisting. Other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Group is not infringeobligated to pay a material royalty, misappropriate grant a license, or otherwise violate provide other material consideration to any third party in connection with the Company Intellectual Property, (B) the Group has not received any notice of any claim of infringement, misappropriation or conflict with any Intellectual Property Rights rights of others with respect to any other person of the Group’s product candidates or entityprocesses or the Company Intellectual Property, (vC) there is no proceeding pending or, to the knowledge of the CompanyGroup, threatened neither the manufacture nor the sale or use of any of the product candidates or processes of the Group referred to in writingthe Registration Statement, charging the Company General Disclosure Package or the Prospectus do or will infringe, misappropriate or violate any existing, non-patent Intellectual Property right or any of its Subsidiaries with infringementexisting valid, misappropriation or other violation granted patent claim of any Intellectual Property Rights adversely held by a third party which has been filedparty, (viD) no proceedings have been instituted or are pending or, to the knowledge of the CompanyGroup, threatened no third party has any ownership rights in writing, which challenge the rights of the Company or to any of its Subsidiaries to use the Intellectual Property Rights that is owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by Group and, to the knowledge of the CompanyGroup, licensed, no third party has any ownership right in or to any Intellectual Property that is exclusively licensed to the Company and its SubsidiariesGroup in any field of use other than any licensor to the Group of such Intellectual Property, has not been adjudged invalid or unenforceable in whole or in part and (E) there is no pending or, to the knowledge of the CompanyGroup, threatened in writing action, suit, proceeding or claim by others challenging the validity Group’s rights in or scope to any Company Intellectual Property, (F) to the Group’s knowledge, no employee of the Group is or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Group, and (G) to the knowledge of the Group, the Group has complied with the terms of each agreement pursuant to which Intellectual Property Rightshas been licensed to the Group, except where failure to comply would not, individually or in the aggregate, have a Material Adverse Effect, and, to the knowledge of the Group, all such agreements are in full force and effect. The statements relating to the Group’s intellectual property rights contained in the Registration Statement, the General Disclosure Package and the Prospectus are complete and accurate in all material respects. The Registration Statement, the General Disclosure Package, and the Company is unaware Prospectus did not and do not contain any untrue statement of any facts a material fact or omit to state a material fact required to be stated therein or necessary to make the intellectual property statements, in light of the circumstance under which are reasonably likely to form a basis for any such claimthey were made, not misleading.

Intellectual Property. Except as described in the Registration StatementExecutive agrees that all records, Prospectus documents, papers, inventions, notebooks, drawings, designs, technical information, source or Disclosure Package or as would not reasonably be expected toobject code, individually or in the aggregateprocesses, result in a Material Adverse Effectmethods, (i) the Company and its Subsidiaries own or possessideas, or can promptly acquire on reasonable termsdiscoveries, ownership, licenses improvements or other legal rights copyrightable or otherwise protectable works, whether patentable or not, in any media, Executive conceives, creates, invents or discovers, that relates to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary results from any work Executive performs or performed for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products member of the Company and its Subsidiaries do not infringe, misappropriate Group or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to that arises from the knowledge use of the Companyfacilities, threatened in writingmaterials, charging the Company personnel or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights Confidential Information of the Company or any member of its Subsidiaries the Company Group in the course of Executive's employment (whether or not during working hours), whether conceived, created, discovered, or invented individually or jointly with others ("Company Inventions"), will, together with all worldwide patent, copyright, trademark, trade secret, mask works or other intellectual property rights in such works, including reissues thereof, as well as the right to use the prosecute or xxx for infringements or other violations of these intellectual property rights (collectively "Intellectual Property Rights owned by Rights"), be and remain absolutely the property of the Company and/or the relevant member of the Company Group. Executive irrevocably and unconditionally waives all rights that vest in Executive (whether before, on, or licensed after the date of this Agreement) in connection with Executive's authorship of any copyrightable works in the course of Executive's employment with the Company and/or the Company Group, wherever in the world enforceable. Executive recognizes any such works are "works for hire" of which the Company is the author. If, for any reason, any such Company Inventions shall not legally be a "work-for-hire" or there are rights which do not accrue to the Company or its Subsidiariesunder the preceding provisions, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, then Executive hereby irrevocably assigns to the Company and its Subsidiariesagrees to quitclaim any and all of Executive's right, has not been adjudged invalid or unenforceable in whole or in part title and there is no pending orinterest thereto, to the knowledge of the Companyincluding, threatened in writing proceeding by others challenging the validity or scope of any such without limitation, all Intellectual Property RightsRights or other rights of whatsoever nature therein, whether now or hereafter known, existing, contemplated, recognized or developed, and the Company is unaware shall have the right to use the same in perpetuity throughout the universe in any manner the Company determines, all without any further payment to Executive. Without limitation, Executive waives the right to be identified as the author of any facts which are reasonably likely such works and the right not to form a basis for have any such claimworks subjected to derogatory treatment, and irrevocably transfers and assigns to the Company any and all moral rights that Executive may have in any Company Invention and authorizes the Company to make any desired changes to any part of any Company Invention and combine it with other materials in any manner desired. Executive will promptly disclose, grant and assign ownership to the Company and/or the relevant member of the Company Group for its sole use and benefit any and all Company Inventions that Executive develops, acquires, conceives or reduces to practice while the Company and/or the Company Group employs Executive and will take all steps necessary to assist the Company in obtaining and/or protecting its ownership rights therein. Executive will promptly disclose and hereby grants and assigns ownership to the Company of all Company Inventions, Intellectual Property Rights and any foreign equivalents thereof that may at any time be filed or granted for or upon any such Company Invention.

Intellectual Property. Except as described Without limiting the generality of the foregoing: (a) Seller is the sole owner of all Intellectual Property related to the Acquired Assets, and has the exclusive right to use, all patents, trademark registrations, trade secrets and copyrights that are part of the Acquired Assets and that are material to the production or exploitation of the Film; (b) no patents, trademarks or copyrights relating to the film have been abandoned or cancelled, or are the subject of any invalidation, opposition or cancellation proceeding, and each is in full force and effect; (c) Seller has not granted or licensed to any Person, any rights with respect to the Registration StatementFilm or any other Intellectual Property (including any rights to market or distribute any of the Intellectual Property); (d) Seller’s Intellectual Property is sufficient for the production and exploitation of the Film; (e) the Film and related Intellectual Property do not infringe, Prospectus misappropriate, violate or Disclosure Package dilute, and is not alleged to infringe, misappropriate, violate or as would dilute, any trademark, copyright, patent, moral right or other proprietary right of any Person, and the Seller has no Knowledge of any pending or threatened Legal Proceeding with respect thereto; (f) the Seller is not reasonably be expected toaware of any party infringing, individually misappropriating, or in diluting the aggregateSeller’s rights with respect to the Film or its other Intellectual Property related thereto; (g) the Seller has taken all action necessary to protect the Film and its other Intellectual Property related thereto; (h) Seller owns, result in a Material Adverse Effectand upon the consummation of the transactions contemplated by this Agreement, will have transferred to Purchaser, the right to develop, make, license, use, have sold, have made, perform, copy, make derivative works of, sell, distribute, modify and exploit the Film and the Seller’s other Intellectual Property related thereto; and (i) the Company and its Subsidiaries own Seller is not obligated to make any payment, now or possessin the future, with respect to the Film or can promptly acquire on reasonable terms, ownership, licenses or Seller’s other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimrelated thereto.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights have the right to use all patents, patent rights, statutory invention rights, community designs, invention disclosures, rights in utility models and industrial designs, inventions, registered and unregistered copyrights (including copyrights in software), intellectual property rights in technology and software, data, knowhow (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, tradenames, copyrightsbusiness names, trade secrets names, logos, slogans, trade dress, design rights, Internet domain names, social media accounts, any other designations of source or origin, and any applications (including provisional applications), registrations, or renewals for any of the foregoing, rights to publicity and privacy and/or other proprietary rights intellectual property (collectively, “Intellectual Property RightsProperty”) used in or necessary for the conduct of their respective businesses as now conducted, businesses; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for subsidiaries’ conduct their respective businesses as now conductedin a manner that does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of, or are otherwise aware of, any claim relating to the knowledge of the CompanyIntellectual Property, there is no including any claim alleging any infringement, misappropriation or other violation of the of, or conflict regarding, any Intellectual Property Rights owned by the Company or any of its Subsidiaries by any a third party, and the Company and its subsidiaries are unaware of any fact which would form a reasonable basis for any such claim; and (iv) to the knowledge of the Company, the present business, activities and products Intellectual Property of the Company and its Subsidiaries do subsidiaries are not infringebeing and has not been infringed, misappropriate misappropriated or otherwise violate violated by any Intellectual Property Rights of any other person or entity, (v) and there is no pending or threatened action, suit, proceeding pending or, to the knowledge of the Company, threatened in writing, charging or claim by the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by subsidiaries against a third party regarding the foregoing. (I) The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiariessubsidiaries, (II) neither the Company nor its subsidiaries have received any written notice alleging any such noncompliance, and (viiIII) the all such agreements are in full force and effect. All Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, or exclusively licensed to the Company (such Intellectual Property, the “Company Intellectual Property”) is valid, subsisting and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part enforceable and there is no pending or, to the knowledge of the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others any third party challenging the validity validity, ownership, registrability, scope or scope enforceability of any such Company Intellectual Property Rights, and the Company is and its subsidiaries are unaware of any facts or circumstances which are reasonably likely to would form a reasonable basis for any such claim. All Company Intellectual Property has been duly maintained and is in full force and effect, and all actions or fees necessary to prosecute or maintain the Company Intellectual Property have been timely taken, met or paid and there are no material defects in any of the Company Intellectual Property. Each person who is or was an employee or contractor of the Company or its subsidiaries and who is, was or, in the case of current employees and contractors, is reasonably expected to be involved in the creation or development of any Intellectual Property for or on behalf of the Company has executed a valid, written agreement containing an effective, present and valid assignment to the Company or its subsidiaries of such person’s rights in and to such Intellectual Property. The Company is not aware of any violation by any current or former employee of the Company or its subsidiaries of any term of any agreement or covenant to or with a former employer of such employee where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its subsidiaries. The Company has taken all reasonable steps necessary to maintain the confidentiality of the trade secrets and other confidential Intellectual Property used in connection with the business of the Company and its subsidiaries, and the confidentiality of such trade secrets and confidential Intellectual Property has not been compromised in such a matter would deprive the Company’s trade secrets from the protections afforded to trade secrets under the applicable law, or which would preclude the Company from enforcing confidentiality obligations against persons who have agreed, or otherwise have a duty to, maintain the confidentiality of such material confidential Intellectual Property. No Intellectual Property has been obtained or is being used by the Company or its subsidiaries in violation of any material contractual obligations binding on the Company or its subsidiaries in violation of any contractual rights of any person. No university, military, educational institution, research center, governmental entity or other organization has funded, sponsored or contributed to research and development conducted in connection with the business of the Company or its subsidiaries that (1) has any claim of right to, ownership of or other lien on any Intellectual Property Rights or (2) would affect the proprietary nature of any Company Intellectual Property or restrict the ability of the Company or its subsidiaries to enforce, license or exclude others from using any Company Intellectual Property.

Intellectual Property. To the Company’s knowledge, after reasonable inquiry, all patents and patent applications owned by the Company are owned or co-owned by the Company free and clear of all liens or encumbrances, except as described in the Prospectus. The Company is not aware of any valid or bona fide basis for a finding that any such patents in their entirety are unpatentable, invalid or unenforceable; and the Company reasonably believes that such patents are valid and enforceable, except as described in the Prospectus. Except as described in the Registration StatementProspectus, the Company owns, licenses, or possesses rights to use all patents, patent applications, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and other intellectual property (collectively, “Intellectual Property”) used in, held for use in or necessary for the conduct of the Company’s business as now conducted, and for the manufacture, use and sale of its presently proposed products, as described in the Prospectus. Except as described in the Prospectus or Disclosure Package or as would not reasonably be expected toexpected, individually or in the aggregate, result in a Material Adverse Effect, (i) to materially impair the Company and its Subsidiaries own or possessbusiness currently conducted by the Company, or can promptly acquire on reasonable termsthe manufacture, ownershipuse, licenses sale, offer for sale or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any import of its Subsidiaries that is necessary for their respective businesses presently proposed products as now conducted, (iii) to described in the knowledge of the CompanyProspectus, there is no infringementpending or threatened, misappropriation action, suit, proceeding or other violation of claim by others (i) that the Company infringes, misappropriates or otherwise violates the Intellectual Property Rights owned by of others, or (ii) challenging the Company validity, enforceability, scope or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation ownership of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Company’s rights therein. None of the Intellectual Property Rights used or held for use by the Company in the conduct of its business as now conducted, or for the manufacture, use and sale of its presently proposed products as described in the Prospectus, has been obtained or is being used by the Company in material violation of any contractual obligation binding on the Company. To the Company’s knowledge, there are no ongoing infringements, misappropriations or other violations by third parties of any Intellectual Property owned or used by and, to the knowledge of the Company, licensedexcept as (i) described in the Prospectus or (ii) would otherwise not materially impair the business currently conducted by the Company or the manufacture, use, sale, offer for sale or import of its presently proposed products as described in the Prospectus. The Company has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property the value of which to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to contingent upon maintaining the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimconfidentiality thereof.

Intellectual Property. Except as described set forth in the Registration Statement, Prospectus or Disclosure Package or Alpha Filed SEC Reports and except as would not reasonably be expected tonot, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect, Effect on Alpha and its Subsidiaries: (i) Alpha and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any Liens), all Intellectual Property (as defined below) used in or necessary for the Company conduct of its business as currently conducted; (ii) to the Knowledge of Alpha, the use of any Intellectual Property by Alpha and its Subsidiaries own does not infringe on or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal otherwise violate the rights to of any Person; (iii) the use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “of Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it by or on behalf of Alpha and its Subsidiaries have taken all commercially reasonable steps necessary is in accordance with any applicable license pursuant to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company which Alpha or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) Subsidiary acquired the right to the knowledge of the Company, there is no infringement, misappropriation or other violation of the use any Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, Property; (iv) to the knowledge Knowledge of the CompanyAlpha, the present businessno Person is challenging, activities and products of the Company and its Subsidiaries do not infringe, misappropriate infringing on or otherwise violate violating any Intellectual Property Rights right of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company Alpha or any of its Subsidiaries with infringement, misappropriation or other violation of respect to any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or and/or licensed to the Company Alpha or its Subsidiaries, ; and (viiv) the Alpha does not have any Knowledge of any pending claim, order or proceeding with respect to any use of Intellectual Property Rights owned by Alpha and its Subsidiaries and, to the knowledge Knowledge of Alpha, no Intellectual Property owned and/or licensed by Alpha or its Subsidiaries is being used or enforced in a manner that would reasonably be expected to result in the Companyabandonment, licensedcancellation or unenforceability of such Intellectual Property. For purposes of this Agreement, "Intellectual Property" shall mean trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the Company foregoing, including any extension, modification or renewal of any such registration or application; inventions, discoveries and its Subsidiariesideas, has not been adjudged invalid whether patentable or unenforceable not, in whole or any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and there is no pending orrenewal applications), and any renewals, extensions or reissues thereof and rights to the knowledge apply for any of the Companyforegoing, threatened in writing proceeding any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by others challenging the validity any Person; writings and other works, whether copyrightable or scope not, in any jurisdiction; and registrations or applications for registration of copyrights in any such Intellectual Property Rightsjurisdiction, and the Company is unaware of any facts which are reasonably likely to form a basis for renewals or extensions thereof; and any such claimsimilar intellectual property or proprietary rights.

Intellectual Property. Except as described disclosed in the Registration Statement, Prospectus or specifically contemplated by Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse EffectDocuments, (i) the Company and its Subsidiaries Subsidiary own or possess, or can promptly acquire on reasonable terms, ownership, have obtained valid and enforceable licenses or other legal rights to use all options for the inventions, patent applications, patents, trademarks, service markstrademarks (both registered and unregistered), tradenames, copyrights, copyrights and trade secrets or other proprietary rights necessary for the conduct of the Company's and the Subsidiary's respective businesses as currently conducted and as the Disclosure Documents indicate the Company and its Subsidiary contemplate conducting (collectively, “the "Intellectual Property"); and (ii) to the Company's knowledge (for each of the following subsections (a) through (e)): (a) there are no third parties who have any ownership rights to any Intellectual Property Rights”) necessary that is owned by, or has been licensed to, the Company or the Subsidiary for the product indications described in the Disclosure Documents that would preclude the Company or the Subsidiary from conducting their respective businesses as now conducted, (ii) currently conducted and as the Disclosure Documents indicate the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective the Subsidiary contemplate conducting, except for the ownership rights of all the owners of the Intellectual Property Rights owned licensed or optioned by the Company or the Subsidiary; (b) there are currently no sales of any products that would constitute an infringement by third parties of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the any Intellectual Property Rights owned owned, licensed or optioned by the Company or any of its Subsidiaries by any third party, the Subsidiary; (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (vc) there is no pending or threatened action, suit, proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held claim by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge others challenging the rights of the Company or the Subsidiary in or to any of its Subsidiaries to use the Intellectual Property Rights owned owned, licensed or optioned by or licensed to the Company or its Subsidiariesthe Subsidiary, and other than non-material claims; (viid) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending oror threatened action, to the knowledge of the Companysuit, threatened in writing proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rightsowned, and licensed or optioned by the Company or the Subsidiary, other than non-material claims; and (e) there is unaware no pending or threatened action, suit, proceeding or claim by others that the Company or the Subsidiary infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary right of any facts which are reasonably likely to form a basis for any such claimothers, other than non-material claims.

Intellectual Property. (a) Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in to have a Company Material Adverse Effect, (i) the conduct of the business of the Company and its the Subsidiaries own as currently conducted does not infringe upon or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “misappropriate the Intellectual Property Rights”) necessary for their respective businesses rights of any third party, and no claim has been asserted to the Company or any Subsidiary that the conduct of the business of the Company and the Subsidiaries as now conducted, currently conducted infringes upon or may infringe upon or misappropriates the Intellectual Property rights of any third party; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary with respect to establish and preserve their respective ownership each item of all Intellectual Property Rights that is owned by the Company or any a Subsidiary ("Owned Intellectual Property"), the Company or a Subsidiary is the owner of the entire right, title and interest in and to such Owned Intellectual Property and is entitled to use such Owned Intellectual Property in the continued operation of its Subsidiaries that is necessary for their respective businesses as now conducted, business; (iii) with respect to the knowledge each item of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned that is licensed to or otherwise held or used by the Company or any a Subsidiary ("Licensed Intellectual Property"), the Company or a Subsidiary has the right to use such Licensed Intellectual Property in the continued operation of its Subsidiaries by any third party, respective business in accordance with the terms of the license agreement governing such Licensed Intellectual Property; (iv) to the knowledge none of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Owned Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending orand, to the knowledge of the Company, threatened the Owned Intellectual Property is valid and enforceable; (v) to the knowledge of the Company, no person is engaging in writing proceeding by others challenging any activity that infringes upon the validity Owned Intellectual Property; (vi) to the knowledge of the Company, each license of the Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (vii) to the knowledge of the Company, no party to any license of the Licensed Intellectual Property is in breach thereof or scope default thereunder; (viii) the Company has taken all reasonable actions (including executing non-disclosure and intellectual property assignment agreements) to protect, preserve and maintain the Owned Intellectual Property; and (ix) neither the execution of this Agreement nor the consummation of any such Transaction shall adversely affect any of the Company's rights with respect to the Owned Intellectual Property Rights, and or the Company is unaware of any facts which are reasonably likely to form a basis for any such claimLicensed Intellectual Property.

Intellectual Property. Except (i) The Companies, the Guarantor and each of their respective subsidiaries own or have sufficient rights to use (A) to its knowledge, all patents and patent applications, and (B) all trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the operation of their respective businesses as described in the Registration Statement, Prospectus or the Pricing Disclosure Package or as would not reasonably be expected to, individually or in and the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, Prospectus; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of Companies and the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the CompanyGuarantor, the present businessCompanies’, activities the Guarantor’s and products each of their respective subsidiaries’ conduct of their respective businesses as described in the Company Registration Statement, the Pricing Disclosure Package and its Subsidiaries do the Prospectus does not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entityperson; (iii) the Companies, the Guarantor and each of their respective subsidiaries have not received any written notice of any infringement claim relating to Intellectual Property; and (viv) there is no proceeding pending or, to the knowledge of the CompanyCompanies and the Guarantor, threatened the Intellectual Property of the Companies, the Guarantor and each of their respective subsidiaries is not being infringed, misappropriated or otherwise violated by any person, except in writing, charging the Company case of each of clauses (i)-(iv) where the failure to own or any of its Subsidiaries with have the right to use such Intellectual Property or such infringement, misappropriation or other violation (if the subject of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted an unfavorable ruling or are pending or, decision as to the knowledge of Companies, the Company, threatened in writing, which challenge the rights of the Company Guarantor or any of its Subsidiaries their respective subsidiaries) would not reasonably be expected to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form have a basis for any such claimMaterial Adverse Effect.

Intellectual Property. Except The Company and each of its Subsidiaries owns, possesses or has valid and enforceable licenses to use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of the Company’s and it Subsidiaries’ business as now conducted or as described in the Registration StatementStatement and the Prospectus to be conducted, Prospectus except as such failure to own, possess, or Disclosure Package or as acquire such rights would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. Furthermore, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iiiA) to the knowledge of the Company, there is no infringement, misappropriation or other violation by third parties of the any such Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the CompanyProperty, the present business, activities and products effect of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, which would have a Material Adverse Effect; (vB) there is no proceeding pending or, to the knowledge of the Company, threatened in writingthreatened, charging action, suit, proceeding or claim by others challenging the Company Company’s or any of its Subsidiaries with infringementSubsidiaries’ rights in or to any such Intellectual Property, misappropriation or other violation the effect of any which would have a Material Adverse Effect; (C) the Intellectual Property Rights adversely held owned by a third party which has been filedthe Company and its Subsidiaries, (vi) no proceedings have been instituted or are pending or, and to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable unenforceable, in whole or in part part, and there is no pending or, to the knowledge of the Company, threatened in writing action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, the effect of which would have a Material Adverse Effect; (D) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rightsor other proprietary rights of others, and neither the Company or any of its Subsidiaries has received any written notice of such claim, the effect of which would have a Material Adverse Effect; and (E) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is unaware in or has ever been in violation of any facts term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries, the effect of which are reasonably likely to form would have a basis for any such claimMaterial Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. Except as described set forth in Section 4.01(n) of the Registration Statement, Prospectus or Echo Disclosure Package or Schedules and for rights and licenses contemplated to be provided to the Company pursuant to the Intellectual Property Licensing Agreement and Transition Services Agreements and as would not reasonably be expected toto be, individually or in the aggregate, result in a Material Adverse Effectmaterial to the Echo Business, (i) the Company Echo Holdco and each of its Subsidiaries own or possessowns, or can promptly acquire on reasonable termshas a valid and enforceable license to use, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “the Intellectual Property Rights”) Rights necessary to, or used or held for their respective businesses use in, the conduct of the Echo Business as now currently conducted, (ii) the Company believes it Echo Holdco and its Subsidiaries have taken all commercially reasonable steps necessary to establish (and preserve their respective ownership after the Echo Contributions and Transfers, the Company will be) are the sole and exclusive owners of all Echo Owned Intellectual Property Rights owned by and hold all of their right, title and interest in and to all Echo Owned Intellectual Property and Echo Licensed Intellectual Property, free and clear of all Liens, and, to the Company or any knowledge of its Subsidiaries that is necessary for their respective businesses as now conductedthe Echo Parties, all such Echo Owned Intellectual Property and Echo Licensed Intellectual Property are valid, subsisting and enforceable, (iii) to the knowledge of the CompanyEcho Parties, there is no infringementthe conduct of the Echo Business as currently conducted does not infringe, misappropriation misappropriate or other violation of otherwise violate the Intellectual Property Rights owned by the Company or of any of its Subsidiaries by any third partyPerson, (iv) to the knowledge of the CompanyEcho Parties, the present businessno Person has challenged, activities and products infringed, misappropriated or otherwise violated any of the Company and Echo Owned Intellectual Property within the three years preceding the date hereof, (v) neither Echo Holdco nor any of its Subsidiaries do not infringe, misappropriate has received any written notice or otherwise violate has knowledge of any pending claim, action, suit, order or proceeding with respect to any Echo Owned Intellectual Property and/or Echo Licensed Intellectual Property or alleging that any services provided, processes used or products manufactured, used, imported, offered for sale or sold by Echo Business infringes, misappropriates or otherwise violates any Intellectual Property Rights of any other person or entityPerson, (vvi) there is no proceeding pending or, to the knowledge consummation of the Companytransaction contemplated by this Agreement will not (x) alter, threatened encumber, impair or extinguish any Echo Owned Intellectual Property and/or Echo Licensed Intellectual Property and will not result in writingthe breach of, charging or create on behalf of any third party, the right to terminate or modify any rights in or to such owned and licensed Intellectual Property Rights or (y) impair the Company to develop, use, sell, license or dispose of, or to bring any action for the infringement of, any Echo Owned Intellectual Property and/or Echo Licensed Intellectual Property, (vii) Echo Holdco and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Trade Secrets owned, used or held for use by Echo Holdco or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the CompanyEcho Parties, licensedno such Trade Secrets have been disclosed other than to employees, to representatives and agents of Echo Holdco or any of its Subsidiaries all whom are bound by written confidentiality agreements, (viii) the Company IT Assets of Echo Holdco and its Subsidiaries, has not been adjudged invalid or unenforceable Subsidiaries operate and perform in whole or in part a manner that permits Echo Holdco to conduct Echo Business as currently conducted and there is no pending or, to the knowledge of the CompanyEcho Parties, threatened no Person has gained unauthorized access to such IT Assets and no Personal Information used in writing proceeding by others challenging the validity Core MTS Business has been lost, inappropriately accessed, misappropriated or scope of any such Intellectual Property Rights, misused and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim(ix) Echo Holdco and its Subsidiaries have implemented reasonable backup and disaster recovery technology consistent with industry practices.

Intellectual Property. Section 3.18 of the Company Disclosure Letter lists all patents, patent applications, registrations of or applications for trademarks, trade names and service marks, and registered copyrights and applications therefor, if any, owned by the Company or any of its Subsidiaries as of the date of this Agreement, the absence of which would have a Company Material Adverse Effect. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries own or possessowns, or can promptly acquire on reasonable terms, ownership, licenses is licensed or other legal rights otherwise has the right to use (in each case, free and clear of any Liens), all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) used in and necessary for their respective businesses to carry on its business as now presently being conducted, ; (ii) none of the Company believes it and or any of its Subsidiaries have taken all commercially reasonable steps necessary is infringing on or otherwise violating the rights of any Person with regard to establish any Intellectual Property owned by, licensed to or otherwise used by the Company or any of its Subsidiaries, and preserve their respective ownership the Company and each of its Subsidiaries is in compliance with the terms of all material licenses, agreements and contracts pursuant to which the Company or such Subsidiary has the right to use any Intellectual Property Rights owned or developed by any other Person; (iii) there is no suit, claim, action, investigation or proceeding pending or, to the Company’s Knowledge, threatened with respect to, and the Company has not been notified of, any possible infringement by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) on the rights of any Person with regard to the knowledge of the Company, there is no infringement, misappropriation or other violation of the any Intellectual Property Rights owned by, licensed to or otherwise used by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending orand, to the knowledge Company’s Knowledge, no Person is infringing on or otherwise violating any right of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of respect to any Intellectual Property Rights adversely held owned by, licensed to or otherwise used by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries; and (iv) the Company and each of its Subsidiaries has taken commercially reasonable steps to use the protect their Intellectual Property Rights owned and their rights thereunder, and to the Company’s Knowledge no rights to such Intellectual Property have been lost, diluted or otherwise impaired or are in jeopardy of being lost, diluted or otherwise impaired through failure to act by or licensed to the Company or any of its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.

Intellectual Property. Except To the Company’s knowledge, the Company and its Subsidiaries own, or have obtained valid and enforceable licenses for, all patents, trademarks, trademark registrations, service marks, service xxxx registrations, trade names, copyrights, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, and other material intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted (collectively, “Intellectual Property”), and, except as described in the Registration StatementStatement and the Prospectus, the Company is not aware of any claim to the contrary or any challenge by any other person to the rights of the Company and its Subsidiaries with respect to the foregoing. To the Company’s knowledge, the Intellectual Property agreements described in the Registration Statement and the Prospectus are valid, binding upon, and enforceable by or Disclosure Package against the parties thereto in accordance with their terms. The Company and each of its Subsidiaries has complied in all material respects with, and is not in breach nor has received any asserted or as threatened claim of breach of, any Intellectual Property agreement, except for any such breach that would not reasonably be expected tonot, individually singularly or in the aggregate, result in have a Material Adverse Effect, (i) and the Company has no knowledge of any breach or anticipated breach by any other person of any Intellectual Property agreement, except for any such breach that would not, singularly or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, the Company’s and each of its Subsidiaries own Subsidiary’s businesses as now conducted does not infringe or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all conflict with any patents, trademarks, service marks, tradenamestrade names, copyrights, trade secrets secrets, licenses or other proprietary rights (collectivelyintellectual property or franchise right of any person, “Intellectual Property Rights”) necessary except for their respective businesses as now conductedany such infringement or conflict that would not, (ii) singularly or in the aggregate, have a Material Adverse Effect. The Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned has received no written claim alleging the infringement by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedof any patent, (iii) trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company and each of its Subsidiaries has taken reasonable steps to protect, maintain and safeguard its rights in all Intellectual Property, including the knowledge execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s or any of its Subsidiaries’ right to own, there is no infringementuse, misappropriation or other violation hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of its business. The granted and issued Intellectual Property owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has have not been adjudged by a court of competent jurisdiction invalid or unenforceable unenforceable, in whole or in part part, and except as otherwise disclosed in the Registration Statement and the Prospectus, there is no pending or, to the knowledge of the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property RightsProperty. The Company and each Subsidiary is in material compliance with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company or any Subsidiary in the conduct of the Company’s or any Subsidiary’s business. No claims have been asserted or, to the Company’s knowledge, threatened against the Company or any Subsidiary alleging a material violation of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any material violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company or any of its Subsidiaries in the conduct of the Company’s or any of its Subsidiaries’ businesses. The Company and each of Subsidiaries take reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company is unaware not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any facts which other person or entity that are reasonably likely required to form a basis for any such claimbe set forth in the Registration Statement and the Prospectus and are not described therein or attached thereto as an exhibit.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries own subsidiaries, taken as a whole, own, license, possess or possessotherwise have a valid right to use, or can promptly acquire on reasonable terms, ownership, licenses or other legal terms all the rights necessary to use all patentsuse, trademarks, service markstrade names, tradenamespatent rights, copyrights, domain names, licenses, trade secrets or secrets, inventions, technology, know-how and other proprietary rights intellectual property, and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary for their respective businesses to the conduct of the business now conducted or proposed in the Time of Sale Disclosure Package to be conducted by them. Except as now conducteddisclosed in the Time of Sale Disclosure Package, (iiA) there are no rights of third parties to any of the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, subsidiaries; (iiiB) to the knowledge of the Company, there is no infringement, misappropriation breach, default or other violation violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by third parties of any of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and subsidiaries; (viiC) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others challenging the validity Company’s or any subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights; (E) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others; and (F) none of the Intellectual Property Rights used by the Company or its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the Company’s knowledge, in violation of the rights of any persons, except in each case covered by clauses (A) – (F) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries own or have a valid right to access and us or can acquire on reasonable terms all computer systems, networks, hardware, software, databases, websites, and equipment necessary to process, store, maintain, deliver and operate data, information, and functions necessary in connection with the business of the Company is unaware and its subsidiaries (the “Company IT Systems”). The Company IT Systems operate and perform in all material respects as required in connection with the operation of any facts the business of the Company and its subsidiaries as currently conducted or proposed in the Time of Sale Disclosure Package to be conducted by them. The Company and its subsidiaries have implemented such backup, security and disaster systems as the Company reasonably believes are prudent and customary for similarly sized companies in the businesses in which they are reasonably likely to form a basis for any such claimengaged.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected toto have, individually or in the aggregate, result in a Company Material Adverse Effect, : (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “are the sole and exclusive owners of the Owned Intellectual Property Rights”) necessary for their respective businesses as now conductedand hold all right, title and interest in and to the Owned Intellectual Property and Licensed Intellectual Property free and clear of any Liens; (ii) the Owned Intellectual Property and Licensed Intellectual Property together constitute all Intellectual Property used or held for use in, or necessary for, the conduct of the respective businesses of the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by as currently conducted; (iii) neither the Company or any Company, its Subsidiaries nor the conduct of its Subsidiaries that is necessary for or their respective businesses as now conductedhas, (iii) to the knowledge of the Companysince October 1, there is no infringement2009, misappropriation infringed, misappropriated or other violation of otherwise violated the Intellectual Property Rights owned by the Company or of any of its Subsidiaries by any third party, Person; (iv) to the knowledge of the Company, in the present businesspast three years, activities and products of the Company and its Subsidiaries do not infringeno Person has challenged, misappropriate infringed, misappropriated or otherwise violate violated any Owned Intellectual Property Rights of any other person or entity, Licensed Intellectual Property; (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiariesno, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not since October 1, 2009 been adjudged invalid or unenforceable in whole or in part and there is no any, pending or, to the knowledge of the Company, threatened in writing claim, action, suit, order or proceeding by others challenging in which (x) the validity validity, enforceability or scope of, or the Company’s or any of its Subsidiaries’ rights in, any Owned Intellectual Property or, to the knowledge of the Company, Licensed Intellectual Property have been challenged, or (y) it has been alleged that the Company, its Subsidiaries or the conduct of its or their respective businesses infringed, misappropriated or otherwise violated the Intellectual Property of any such Intellectual Property RightsPerson; (vi) the Company and its Subsidiaries have maintained the confidentiality of all Trade Secrets owned, used or held for use by the Company or any of its Subsidiaries, and no such Trade Secrets have been disclosed other than to employees, representatives and agents of the Company is unaware or any of any facts which its Subsidiaries all of whom are reasonably likely bound by written confidentiality agreements; (vii) the IT Assets operate and perform in a manner that permits the Company and its Subsidiaries to form a basis for any such claimconduct its and their respective businesses as currently conducted and to the knowledge of the Company, no Person has gained unauthorized access to the IT Assets; and (viii) the Company and its Subsidiaries have implemented reasonable backup and disaster recovery technology consistent with industry practices.

Intellectual Property. Except as described in the Registration Statement, Prospectus or the General Disclosure Package and the Prospectus (A) the Company owns or otherwise possesses, holds or has obtained valid and enforceable licenses or other rights or believes that it can on commercially reasonable terms obtain such licenses or other rights under patent applications, patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks (both registered and unregistered), service marks, trade names, software, domain names and other intellectual property, including registrations and applications for registration thereof (collectively, “Intellectual Property”) used in or necessary to carry on the business now operated by the Company and as currently proposed to be operated by it as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, except as such failure to own or obtain such licenses or other rights would not reasonably be expected to, individually or in the aggregate, to result in a Material Adverse Effect, ; (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iiiB) to the knowledge of the Company, there is no infringement, misappropriation or other violation none of the Intellectual Property Rights described in the Registration Statement, the General Disclosure Package and the Prospectus as owned by or licensed to the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Companycollectively, the present business“Company Intellectual Property”) has been adjudged invalid or unenforceable, activities and products of the Company and its Subsidiaries do not infringe, misappropriate in whole or otherwise violate any Intellectual Property Rights of any other person or entity, in part; (vC) there is no proceeding currently pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of, or challenging the Company’s ownership of or rights in writingor to, charging any Company Intellectual Property, and the Company or any of its Subsidiaries with infringement, misappropriation or other violation is not aware of any facts or circumstances that would render any Company Intellectual Property Rights adversely held by invalid or unenforceable, or of inadequate scope to protect the interests of the Company in conducting its business, except in each case, as would not reasonably be expected to result in a third party which has been filed, Material Adverse Effect; (viD) there is no proceedings have been instituted or are currently pending or, to the knowledge of the Company, threatened in writingaction, which challenge the rights of suit, proceeding or claim by a third party alleging that the Company infringes, misappropriates, or otherwise violates, or would, upon commercialization of any of its Subsidiaries to use product candidate described in the Registration Statement, the General Disclosure Package and the Prospectus, infringe, misappropriate or otherwise violate, any Intellectual Property Rights owned by or licensed to of third parties, and the Company has not received any notice alleging, or its Subsidiariesis otherwise aware of, and any facts or circumstances that would give rise to such an action, proceeding or claim, except, in each case, where such infringement, misappropriation or other violation would not reasonably be expected to result in a Material Adverse Effect; (viiE) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensedno material technology employed by the Company has been obtained or is being used by the Company in violation of any contractual or legal obligation binding on the Company or any of its officers, directors or employees, which violation relates to the Company and its Subsidiariesbreach of a confidentiality obligation, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, obligation to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such assign Intellectual Property Rights, and to a previous employer or obligation otherwise not to use the Company is unaware Intellectual Property of any facts which are reasonably likely to form a basis for any such claimthird party.

Intellectual Property. Except as described in the Registration Statement, Prospectus The Company or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possessAffiliates own, or can promptly acquire on reasonable terms, ownership, licenses are licensed or other legal otherwise possess legally enforceable rights to use use, free and clear of all patentsLiens (other than Permitted Liens), all intellectual property of any type, registered or unregistered and however denominated, including all trademarks, service marks, tradenamestrade names, Internet domain names and other brand or source identifiers, together with all registrations and applications thereof and the goodwill associated therewith, registered and unregistered copyrights, patents and patent applications, computer software, data and databases, inventions, know-how, trade secrets or and all other confidential and proprietary technology and information and rights to xxx and other choices of action arising from any of the foregoing (collectively, the “Intellectual Property RightsProperty”) necessary for the conduct of their respective businesses in all material respects as now conductedcurrently conducted (the “Company Intellectual Property”). Section 3.16 of the Company Disclosure Schedule sets forth all (i) Company Intellectual Property that has been registered or applied for with any Governmental Entity and any Internet domain name registrars, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights software owned or used by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, Affiliates (other than off-the-shelf software with a replacement cost and/or annual license fee of less than $50,000 and (iii) all material unregistered trademarks and copyrights. The Company Intellectual Property is valid, subsisting and to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products enforceable. Except as set forth on Section 3.16 of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entityDisclosure Schedule, (va) there is no proceeding pending or, to the knowledge as of the Companydate of this Agreement, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or there are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened claims, nor have there been any such claims within the past six (6) years, by any person alleging infringement, dilution, misappropriation or other violation by the Company or any of its Affiliates of any Intellectual Property of any person or challenging the validity, enforceability, ownership or use of any Company Intellectual Property, (b) to the knowledge of the Company, the conduct of the business of the Company and its Affiliates does not infringe, dilute, misappropriate or otherwise violate any Intellectual Property rights of any person, and neither the Company nor any of its Affiliates has received notice of any of the foregoing, including an “invitation to license” or other communication from any third party asserting that the Company or any of its Affiliates is or may be obligated to take a license under any Intellectual Property owned by any third party in order to continue to conduct their respective businesses as they are currently conducted, (c) in the past two (2) years, neither the Company nor any of its Affiliates has made any claim in writing proceeding of any violation, infringement, dilution or misappropriation by others challenging of its rights to or in connection with the validity Company Intellectual Property, (d) to the knowledge of the Company, no person is infringing, diluting, misappropriating or otherwise violating any Company Intellectual Property in a manner that would have a material impact on the Business, (e) the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement shall not result in the loss or reduction in scope of any material Company Intellectual Property, whether by termination or expiration of any license, the performance of any license pursuant to its terms, or other means. The Company and its Affiliates have taken commercially reasonable actions to protect, preserve, and maintain the validity and effectiveness of all material Company Intellectual Property, including, but not limited to paying all applicable fees related to the registration, maintenance, and renewal of any such owned Company Intellectual Property. The Company and its Affiliates own all right, title and interest in and to all material Intellectual Property Rightscreated by any present or former employee in the course of his or her employment with the Company or its Affiliates, as the case may be. The computer systems, including the software, firmware, hardware, networks, interfaces, and related systems owned or used by the Company is unaware and its Affiliates in the conduct of any facts which its business are reasonably likely to form a basis sufficient in all material respects for any such claimthe needs of the Company and its Affiliates.

Intellectual Property. (a) The Group Companies own, are validly licensed to use or otherwise have a right to use all material Intellectual Property Rights used in or necessary for the conduct of the business of the Group Companies as currently conducted, free and clear of all Liens other than Permitted Liens. All material Registered IP is valid and enforceable and free and clear of any Lien other than Permitted Liens. The Company does not own any material common law Intellectual Property Rights (other than those common law rights in any Registered IP) and, except as set forth on Section 3.6(a)(xi) of the Company Disclosure Schedule, there are no Intellectual Property Rights owned by third parties that are material to or necessary for the conduct of the business of the Group Companies as currently conducted. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected toto have, individually or in the aggregate, result in a Company Material Adverse Effect, (i) there is not pending against or, to the Company’s knowledge, threatened in writing against any Group Company and its Subsidiaries own any claim by any third party contesting the validity, enforceability, use or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all any Intellectual Property Rights owned by such Group Company, or alleging that any Group Company is infringing on or misappropriating any Intellectual Property Rights of a third party in any respect, and to the Company’s knowledge, there is no basis for any such claim, (ii) there are no claims pending or, to the Company’s knowledge, threatened in writing that have been brought by any Group Company or against any third party alleging infringement of its Subsidiaries that any Intellectual Property Rights owned by such Group Company, and, to the Company’s knowledge, there is necessary no basis for their respective businesses as now conductedany such claim, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation Group Company has received any written notice that any of the Intellectual Property Rights owned currently used by the Company Group Companies infringes upon or otherwise violates the rights of others and to the Company’s knowledge, there is no basis for any of its Subsidiaries by any third partysuch claim, and (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is are no proceeding claims pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company’s knowledge, threatened in writing proceeding by others challenging contesting the validity or scope right of any such Intellectual Property RightsGroup Company to make, and use, distribute, import, export, sell or promote any of the Company is unaware of products or services currently sold or offered by any facts which are reasonably likely to form a basis for any such claimGroup Company.

Intellectual Property. A true, complete and accurate list and description of all of the patents, certificates of plant variety protection, registered trademarks, registered service marks, registered copyrights, Internet domain names, material unregistered trademarks, service marks, trade names, corporate names, and applications for any of the foregoing, owned by, or licensed to or from, the Company or its Subsidiaries, or in or to which the Company or its Subsidiaries are claiming or have rights (collectively, the "INTELLECTUAL PROPERTY") are set forth on the attached INTELLECTUAL PROPERTY SCHEDULE. Except as described in set forth on the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, attached INTELLECTUAL PROPERTY SCHEDULE: (i) each of the Company and its Subsidiaries Subsidiaries, as the case may be, owns and possesses exclusively all right, title and interest in and to, or, if it does not own or possessit, or can promptly acquire on reasonable termspossesses the valid and enforceable right to use, ownershipfree and clear of all claims, licenses charges, security interests, liens or other legal rights to use encumbrances, except Permitted Liens, all of its intellectual property, including, without limitation, the Intellectual Property; (ii) neither the Company nor any of its Subsidiaries has infringed or is currently infringing on the intellectual property, including, without limitation, patents, trademarks, service marks, tradenamestrade names, copyrights, trade secrets or other proprietary rights rights, of any other Person, and neither the Company nor any of its Subsidiaries has received any written notice alleging such infringement; (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (iiiii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps security measures to protect the secrecy, confidentiality and value of all of their trade secrets; (iv) no other patent, trademark, service xxxx, trade name, copyright or other intellectual property right, or license under any thereof, is necessary to establish and preserve their respective ownership permit the businesses of all Intellectual Property Rights owned by the Company or any of and its Subsidiaries that is necessary for their respective businesses to be conducted as now conducted or as heretofore or proposed to be conducted, ; (iiiv) to the knowledge of the Company, there no Person has infringed or violated, or is no infringementcurrently infringing or violating, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company's or the Subsidiaries' intellectual property, including, without limitation, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, Property; (vi) no proceedings have been instituted other than licenses set forth on the INTELLECTUAL PROPERTY SCHEDULE, neither the Company nor its Subsidiaries are obligated or are pending orunder any liability whatsoever, under any contract, agreement, arrangement or understanding (whether written or oral), to make any payments in the knowledge aggregate in excess of $10,000 by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service xxxx, trade name, copyright or other intellectual property, with respect to the Companyuse of any intellectual property, threatened in writingincluding, which challenge the rights of the Company or any of its Subsidiaries to use without limitation, the Intellectual Property Rights owned by Property, in connection with the ownership of their respective assets, the conduct of their respective businesses or licensed to the Company or its Subsidiaries, otherwise; and (vii) all of the Intellectual Property Rights owned by applications listed on the attached INTELLECTUAL PROPERTY SCHEDULE have been filed and, to the knowledge best of the Company's knowledge, licensedhave not been abandoned, and all of the patents and registrations listed on the attached INTELLECTUAL PROPERTY SCHEDULE have not expired or lapsed and, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge best of the Company's knowledge, threatened in writing proceeding by others challenging the validity have not been cancelled or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimabandoned.

Intellectual Property. Each of the Company and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any material Liens), all Intellectual Property necessary for the conduct of its business as currently conducted. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected toexpected, either individually or in the aggregate, result in to have a Material Adverse EffectEffect on the Company, (a) (i) the use of any Intellectual Property by the Company and its Subsidiaries own does not infringe, misappropriate or possess, otherwise violate the rights of any person and is in accordance with any applicable license pursuant to which the Company or can promptly acquire on reasonable terms, ownership, licenses or other legal rights any Company Subsidiary acquired the right to use all patentsany Intellectual Property, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, and (ii) no person has asserted in writing to the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by that the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedhas infringed, (iii) to the knowledge of the Company, there is no infringement, misappropriation misappropriated or other violation of otherwise violated the Intellectual Property Rights owned by the Company or any rights of its Subsidiaries by any third partysuch person, (ivb) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other no person or entity, (v) there is no proceeding pending challenging or, to the knowledge of the Company, threatened in writinginfringing on or otherwise violating, charging any right of the Company or any of its Subsidiaries with infringement, misappropriation or other violation of respect to any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (viic) neither the Company nor any Company Subsidiary has received any notice of any pending claim with respect to any Intellectual Property Rights owned by andthe Company or any Company Subsidiary, and the Company and its Subsidiaries have taken commercially reasonable actions to avoid the knowledge abandonment, cancellation or unenforceability of the Company, all Intellectual Property owned or licensed, to respectively, by the Company and its Subsidiaries. For purposes of this Agreement, has not been adjudged invalid “Intellectual Property” means trademarks, service marks, brand names, internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or unenforceable in whole renewal of any such registration or application; patents, applications for patents (including divisions, continuations, continuations in part and there is no pending orrenewal applications), to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rightsall improvements thereto, and the Company is unaware any renewals, extensions or reissues thereof, in any jurisdiction; trade secrets; and copyrights registrations or applications for registration of copyrights in any facts which are reasonably likely to form a basis for jurisdiction, and any such claimrenewals or extensions thereof.

Intellectual Property. Except The Company exclusively owns all Company Intellectual Property that it purports to own and, to the knowledge of the Company, possesses sufficient and enforceable legal rights to such Company Intellectual Property as described in necessary for the Registration Statementoperation of the Company’s business as now conducted and as presently proposed to be conducted and, Prospectus to the knowledge of the Company, possesses sufficient and enforceable legal rights to all Company Intellectual Property licensed to the Company as necessary for the operation of the Company’s business as now conducted and as presently proposed to be conducted, and without any conflict with, or Disclosure Package infringement of, the rights of others. Neither any activity by the Company, nor the manufacture, use, importation, offer for sale and/or sale of any product or as would not reasonably service marketed or sold (or proposed to be expected to, individually marketed or sold) by the Company infringes or violates (or in the aggregate, result in a Material Adverse Effect, (ipast infringed or violated) the Company and its Subsidiaries own rights of any others in or possessto any intellectual property rights (“Third Party Intellectual Property”), other than the rights of any person or entity under any patent, or can promptly acquire on reasonable termsconstitutes a misappropriation (or in the past constituted a misappropriation of) any subject matter of any Third Party Intellectual Property and, ownershipto the Company’s knowledge, neither any activity by the Company, nor the manufacture, use, importation, offer for sale and/or sale of any product or service marketed or sold (or proposed to be marketed or sold) by the Company infringes or violates (or in the past infringed or violated) the rights of any others in or to any patent. The Company has, and to the knowledge of the Company each other party to any and all licenses of Third Party Intellectual Property to the Company have, performed in all material respects their material obligations under all such licenses, and neither the Company nor, to the knowledge of the Company, any other party thereto is in default thereunder. Other than with respect to commercially available software products under standard end-user object code license agreements each of which is made available for a total cost of less than 82,000, there are no outstanding options. licenses, agreements, pledges, claims, charges, security interests, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to any patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights or processes of any other legal rights Person. The Company has not received any written communications alleging that the Company has violated or, by conducting the Company’s business as now conducted and as presently proposed to use all be conducted, should be licensed under or would otherwise violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets secrets, mask works or other proprietary or intellectual property rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights processes of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim.other

Intellectual Property. Except as described as, in the Registration Statementaggregate, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in to have a Material Adverse EffectEffect on AHP and except as disclosed in the AHP SEC Reports filed prior to the date of the Agreement: (a) AHP and each of its Subsidiaries owns, or is licensed to use (iin each case, free and clear of any Liens), all Intellectual Property (as defined below) used in or necessary for the conduct of its business as currently conducted; (b) the Company use of any Intellectual Property by AHP and its Subsidiaries own does not infringe on or possess, otherwise violate the rights of any Person and is in accordance with any applicable license pursuant to which AHP or can promptly acquire on reasonable terms, ownership, licenses or other legal rights any Subsidiary acquired the right to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights any Intellectual Property; (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iiic) to the knowledge of the CompanyAHP, there no Person is no infringementchallenging, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate infringing on or otherwise violate violating any Intellectual Property Rights right of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company AHP or any of its Subsidiaries with infringement, misappropriation or other violation of respect to any Intellectual Property Rights adversely held owned by a third party which has been filed, and/or licensed to AHP or its Subsidiaries; and (vid) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or neither AHP nor any of its Subsidiaries has received any written notice or otherwise has knowledge of any pending claim, order or proceeding with respect to use the any Intellectual Property Rights used by AHP and its Subsidiaries and to its knowledge no Intellectual Property owned and/or licensed by or licensed to the Company AHP or its SubsidiariesSubsidiaries is being used or enforced in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property. For purposes of this Agreement, "Intellectual Property" shall mean trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (vii) the Intellectual Property Rights owned by andincluding, to the knowledge of the Companywithout limitation, licenseddivisions, to the Company and its Subsidiariescontinuations, has not been adjudged invalid or unenforceable in whole or continuations in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rightsrenewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the Company is unaware use or disclosure thereof by any person; writings and other works, whether copyrightable or not, in any jurisdiction; and registrations or applications for registration of copyrights in any facts which are reasonably likely to form a basis for jurisdiction, and any such claimrenewals or extensions thereof; any similar intellectual property or proprietary rights.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected toto have, individually or in the aggregate, result in a Company Material Adverse Effect, : (i) the Company and each of its Subsidiaries own or possessowns, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights is licensed to use (in each case, free and clear of any Liens), all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) used in or necessary for their respective businesses the conduct of its business as now currently conducted, ; (ii) neither the Company believes it and nor any of its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all has infringed, misappropriated or otherwise violated the Intellectual Property Rights rights of any Person; (iii) to the Knowledge of the Company, no Person has challenged, infringed, misappropriated or otherwise violated any Intellectual Property right owned by and/or licensed to the Company or its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending claim, action, suit, order or proceeding with respect to any Intellectual Property used by the Company or any of its Subsidiaries or alleging that is necessary the any services provided, processes used or products manufactured, used, imported, offered for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation sale or other violation of the Intellectual Property Rights owned sold by the Company or any of its Subsidiaries by any third partyinfringes, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate misappropriates or otherwise violate violates any Intellectual Property Rights rights of any other person or entity, Person; (v) there is no proceeding pending or, to the knowledge consummation of the Companytransactions contemplated by this Agreement will not alter, threatened in writingencumber, charging the Company impair or any of its Subsidiaries with infringement, misappropriation or other violation of extinguish any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights right of the Company or any of its Subsidiaries or impair the right of Parent to use develop, use, sell, license or dispose of, or to bring any action for the infringement of, any Intellectual Property Rights owned by or licensed to right of the Company or any of its Subsidiaries, ; and (viivi) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part Subsidiaries have implemented reasonable backup and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimdisaster recovery technology consistent with industry practices.

Intellectual Property. (a) Except as disclosed in the Exchange Act Documents, the Issuer owns, has valid and enforceable licenses for or otherwise has adequate rights to use all technology (including patented, patentable and unpatented inventions and unpatentable proprietary or confidential information, systems or procedures), designs, processes, patents, trademarks, service marks, trade secrets, trade names, know how, copyrights and other works of authorship, computer programs, technical data and information and all similar intellectual property or proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, “Intellectual Property”) that are material to its business as currently conducted or as proposed to be conducted, including the development, manufacture, operation and sale of any of the Issuer’s products or product candidates, as described in the Registration StatementExchange Act Documents, Prospectus except where the failure to own, license or Disclosure Package or as otherwise have rights to such Intellectual Property would not reasonably be expected tonot, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Exchange Act Documents, the Intellectual Property of the Issuer has not been adjudged by a Governmental Authority of competent jurisdiction invalid or unenforceable in whole or in part, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Exchange Act Documents: (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the CompanyIssuer, there are no third parties who have, or will be able to establish, rights to any Intellectual Property owned by or licensed to the Issuer, except for, and to the extent of, the rights of any third parties that are licensors or licensees of such Intellectual Property as set forth in Schedule 5.21; (ii) to the Issuer’s knowledge, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation parties of any Intellectual Property Rights adversely held by a third party which has been filedowned by, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to to, the Company or its Subsidiaries, and Issuer; (viiiii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the CompanyIssuer, threatened in writing action, suit, proceeding or claim by others against the Issuer challenging the validity Issuer’s rights in or scope of to any such Intellectual Property Rightsowned by, or licensed to, the Issuer, and the Company Issuer is unaware of any facts which are reasonably likely to that could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Issuer, threatened action, suit, proceeding or claim by others against the Issuer challenging the validity, enforceability or scope of any Intellectual Property owned by, or licensed to, the Issuer, and the Issuer is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Issuer, threatened action, suit, proceeding or claim by others against the Issuer that (nor has the Issuer received any written claim from a third party that) the Issuer infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any intellectual property rights of others, and the Issuer is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; and (vi) the Issuer has complied with and there has been no breach or default by the Issuer under the terms of each agreement pursuant to which Intellectual Property has been licensed to the Issuer, and all such agreements are in full force and effect, except, in each case of clauses (i) through (vi), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in the Exchange Act Documents, the Issuer is not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof in connection with the conduct of its business or otherwise. No Immaterial Subsidiary owns or licenses any material Intellectual Property.

Intellectual Property. Except The Company and its subsidiaries, if any, own or possess or can obtain on commercially reasonable terms rights to use all patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secrets, inventions, software, works of authorships, trade marks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted and described in the Registration StatementProspectus, Prospectus except where the failure to own, possess or Disclosure Package or as obtain such Intellectual Property would not reasonably be expected tonot, individually or in the aggregate, result in reasonably be expected to cause a Material Adverse EffectChange. The Company and its subsidiaries, (i) if any, have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its Subsidiaries own or possesssubsidiaries, or can promptly acquire on reasonable termsif any, ownership, licenses or other legal rights with respect to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “any Intellectual Property Rights”) necessary for their owned or used by the Company or its subsidiaries. To the knowledge of the Company, the Company’s and its subsidiaries’, if any, respective businesses as now conductedconducted do not give rise to any infringement of, (ii) the Company believes it any misappropriation of, or other violation of, any valid and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all enforceable Intellectual Property Rights owned of any other person that would cause a Material Adverse Change, and all licenses for the use of the Intellectual Property described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any of its Subsidiaries that is necessary for their respective businesses other person to any Intellectual Property license. Except as now conducteddescribed in the Prospectus, (iii) and to the knowledge of the Company, there is no infringementcomplaint has been made against the Company alleging the infringement by the Company of any patent, misappropriation trademark, service xxxx, trade name, copyright, trade secret, license in or other violation intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights owned by as owned, used or held for use in the Company or any of its Subsidiaries by any third party, (iv) to the knowledge conduct of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimbusiness as currently conducted.

Intellectual Property. (a) Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected toas, individually or in the aggregate, result in would not reasonably be expected to have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries own or possessowns, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights is licensed to use (in each case, free and clear of any Liens, other than Permitted Liens), all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rightsused in its business as currently conducted (the “Company Intellectual Property”) necessary for their respective businesses as now conducted, ); (ii) the Company believes it and conduct of its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership business as currently conducted, including the use of all any Intellectual Property Rights owned by the Company or its Subsidiaries, does not infringe on, misappropriate or otherwise violate the rights of any of its Subsidiaries that Person and is necessary for their respective businesses as now conducted, in accordance with any applicable license pursuant to which the Company or any Subsidiary acquired the right to use any Intellectual Property; (iii) to the knowledge of the Company’s Knowledge, there no Person is no infringementchallenging, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third partyinfringing on, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate misappropriating or otherwise violate violating any Intellectual Property Rights right of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of respect to any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or exclusively licensed to the Company or its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending claim, Order or proceeding with respect to any Company Intellectual Property and (viiv) no Intellectual Property owned by the Company or its Subsidiaries is being used or enforced in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property. The Company Intellectual Property comprises all of the Intellectual Property Rights owned by and, that is used in or is reasonably necessary to the knowledge of conduct the Company, licensed, to 's business as currently conducted. Neither the Company and nor any of its Subsidiaries has agreed to indemnify any Person against any infringement of any Intellectual Property rights of any third party with respect to any Company Intellectual Property, other than indemnification provisions contained in the Company's or any of its Subsidiaries, has not been adjudged invalid ’ purchase orders or unenforceable other contracts entered into in whole or in part and there is no pending or, to the knowledge ordinary course of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimbusiness.

Intellectual Property. Except as described in set forth on Schedule 4.10: (a) the Registration StatementCompany holds all Intellectual Property, Prospectus free and clear of all Encumbrances, restrictions on use or Disclosure Package transfer, whether or as would not reasonably be expected torecorded and has sole title to and ownership of or has the full, individually or in exclusive right to use, for the aggregate, result in a Material Adverse Effect, life of the proprietary right: (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Listed Intellectual Property Rights”) necessary for their respective businesses as now conducted, and (ii) to the Company believes it knowledge, after due inquiry, of the Semlers, the Shareholders and its Subsidiaries have taken the Company, all commercially reasonable steps necessary to establish and preserve their respective ownership other Intellectual Property; (b) the use of all the Listed Intellectual Property Rights owned by the Company does not violate or infringe on the rights of any of its Subsidiaries that is necessary for their respective businesses as now conductedother Person, (iiic) to the knowledge use of the Company, there is no infringement, misappropriation or other violation of the Other Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending ordoes not, to the knowledge of the CompanySemlers, threatened in writing, charging the Company Shareholders or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writingviolate or infringe on the rights of any other Person; (d) none of the Semlers, which challenge any Shareholder nor the Company has received any notice of any conflict between the asserted rights of others and the Company with respect to any Intellectual Property; (e) all filings and other actions necessary to acquire, maintain, register, renew and perfect the rights of the Company or any of its Subsidiaries to use the all Intellectual Property Rights owned used by the Company in its business or licensed in which it has an interest have been duly made in all jurisdictions where such rights are used by it; (f) the Company is in compliance with all terms and conditions of the agreements relating to any item listed on Schedule 4.1(b); (g) the Company is not and has not been a defendant in any action, suit, investigation or proceeding relating to infringement or misappropriation by the Company of any Intellectual Property; (h) the Company has not been notified of any alleged claim of infringement or misappropriation by the Company of any Intellectual Property; (i) none of the Semlers, any Shareholder nor the Company has knowledge of any claim of infringement or misappropriation by the Company of any Intellectual Property; (j) to the knowledge (after due inquiry) of the Semlers, the Shareholders or the Company, none of the Products the Company makes, has made, uses, or sells, infringes or misappropriates any Intellectual Property right of any third party; (k) none of the trademarks and service marks the Company uses infringes the trademark or service xxxx rights of any third party; (l) the Company has not entered into any agreement to indemnify any other person against any charge of infringement of any Intellectual Property and (m) none of the material processes and formulae, research and development results and other know-how relating to the Company's business, the value of which to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge is contingent upon maintenance of the Company, licensed, to the Company and its Subsidiariesconfidentiality thereof, has been disclosed to any Person other than Persons bound by written confidentiality agreements listed on Schedule 4.10. The Company has not been adjudged invalid received any response, whether verbal, written or unenforceable in whole otherwise, from or in part and there is no pending or, to the knowledge on behalf of any Person sent a letter announcing the Company's acquisition of U.S. Patent Number 4,803,625, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware not aware of any facts which are reasonably likely to form a basis for action pending or threatened against the Company by any such claimPerson with respect to the subject matter of such letters and the March 1, 1996 letter from the Company addressed to CDS - Pace Link furnished by the Company to Purchaser is identical in all material respects to all of such letters. The Company has entered into a license agreement with Ralin Medical, Inc., a true, correct and complete executed copy of which is attached as Exhibit E (the "Ralin License Agreement").

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and or its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use owns all patents, trademarks, trade and service marks, tradenamestrade and service xxxx applications and registrations, trade names, trade secrets, copyrights, trade secrets or and other similar intellectual property rights and similar proprietary rights (collectively, “Proprietary Rights”) and all patents and patent applications (collectively, with Proprietary Rights, “Intellectual Property Rights”) that the Company has represented to Purchaser in writing that the Company or its Subsidiaries own (“Company Owned Intellectual Property Rights”). The Company owns, possesses, licenses or has other rights to use all Proprietary Rights and, to the Company’s knowledge, all patents that are necessary or material for their respective use in connection with the manufacture, use, sale, and distribution of the products, services and conduct of the Company’s or any of its Material Subsidiaries’ businesses as now conductedhas been conducted prior to the date of this Agreement (collectively, (ii) together with all Company Owned Intellectual Property Rights, the “Company believes it and its Subsidiaries have taken Intellectual Property Rights”). The Company owns all commercially reasonable steps necessary to establish and preserve their respective ownership of all Company Owned Intellectual Property Rights owned by free and clear of any Liens (other than non-exclusive licenses granted in the ordinary course of business). No product or service of the Company or any of its Material Subsidiaries nor the business of the Company nor of any of its Material Subsidiaries as has been conducted prior to the date of this Agreement (collectively “Company Products or Business”) infringes, misappropriates or otherwise violates any Proprietary Rights or, to the Company’s knowledge, any patent of any Person, nor has the Company otherwise infringed, misappropriated or otherwise violated any Proprietary Rights or, to the Company’s knowledge, any patent of any Person. Neither the Company nor any of its Material Subsidiaries has received a notice (written or otherwise) that any Company Products or Business (including the manufacture, use, sale, and distribution of such products and services) infringes, misappropriates or otherwise violates any Intellectual Property Right of any Person, nor does the Company or any of its Subsidiaries know of any basis for such a claim that would result in a Material Adverse Effect. There is necessary for their respective businesses as now conductedno pending action, (iii) suit, proceeding or claim by any Person that any Company Products or Business infringes, misappropriates or otherwise violates any Intellectual Property Right of another, and, to the knowledge of the Company, there is no infringementsuch threatened action, misappropriation suit, proceeding or other violation claim that would have a Material Adverse Effect. To the Company’s knowledge, there is no existing infringement by another Person of any of the Company Intellectual Property Rights owned that would or would reasonably be expected to result in a Material Adverse Effect. None of the Company Products or Business, has been obtained or is being used, sold or distributed by the Company or in violation of any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of contractual obligation binding on the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company’s knowledge, threatened in writing, charging the Company or any of its Subsidiaries with infringementofficers, misappropriation directors or other employees or otherwise in violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimPerson.

Intellectual Property. Except as described in The Company and its subsidiaries own or possess the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, valid right to use all (i) the Company patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and its Subsidiaries own or possess(ii) inventions, or can promptly acquire on reasonable termssoftware, ownership, licenses or other legal rights to use all patentsworks of authorships, trademarks, service marks, tradenamestrade names, copyrightsformulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or other proprietary rights procedures) (collectively, “"Intellectual Property Rights”Assets") necessary for to conduct their respective businesses as now conducted, (ii) currently conducted or as described to be conducted in the SEC Reports. The Company and its subsidiaries have not received written notice of any challenge by any other person to the rights of the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary subsidiaries with respect to establish and preserve their respective ownership of all any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to subsidiaries. To the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries subsidiaries’ respective businesses as now conducted do not infringegive rise to any infringement of, misappropriate any misappropriation of, or otherwise violate other violation of, any valid and enforceable Intellectual Property Rights of any other person person. All licenses for the use of the Intellectual Property Rights described in the SEC Reports are valid, binding upon, and enforceable by or entity, (v) there is against the parties thereto in accordance with its terms. The Company has no proceeding pending or, reason to believe that the licensors under such licenses and other agreements do not have and/or did not have all requisite power and authority to grant the rights to the knowledge Intellectual Property purported to be granted thereby. The Company has complied in all material respects with, and is not in material breach nor has received any asserted or threatened claim of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation breach of any Intellectual Property Rights adversely held license, and the Company has no knowledge of any breach or anticipated breach by a third party which any other person to any Intellectual Property license. No claim has been filedmade against the Company alleging the infringement by the Company of any patent, (vi) no proceedings have been instituted trademark, service xxxx, trade name, copyright, trade secret, license in or are pending orother intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, to maintain and safeguard its Intellectual Property Rights, including the knowledge execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, threatened in writinguse, which challenge the rights of the Company or hold for use any of its Subsidiaries to use the Intellectual Property Rights owned by as owned, used or licensed to held for use in the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge conduct of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimbusiness as currently conducted.

Intellectual Property. Except The Company owns or possesses adequate rights or licenses to the inventions, know-how, patents, patent rights, copyrights, trademarks, trade names, licenses, approvals, governmental authorizations, trade secrets confidential information and other intellectual property rights (collectively, "Intellectual Property Rights"), free and clear of all liens, security interests, charges, encumbrances, equities and other adverse claims, necessary to conduct the business now operated by it, or presently employed by it and presently contemplated to be operated by it as described in the Registration StatementSEC Filings, Prospectus and the Company has not received any notice of infringement of or Disclosure Package conflict with asserted rights of others with respect to any Intellectual Property Rights except as disclosed in the SEC Filings. None of the Company's Intellectual Property Rights have expired or as terminated, or are expected to expire or terminate within three years from the date of this Agreement, except where such expirations or termination would not reasonably be expected toresult, either individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to . To the knowledge of the Company, the Company's patents and other Intellectual Property Rights and the present businessactivities of the Company do not infringe any patent, activities copyright, trademark, trade name or other proprietary rights of any third party where such infringement may cause a Material Adverse Effect on the Company, and products of there is no claim, action or proceeding being made or brought against, or to the Company's knowledge, being threatened against, the Company or its subsidiaries regarding its Intellectual Property Rights (other than as set forth in the SEC Filings filed at least ten (10) day prior to the date hereof), and the Company and its Subsidiaries do not infringe, misappropriate subsidiaries are unaware of any facts or otherwise violate circumstances which could reasonably be expected to give rise to any of the foregoing. The Company has no knowledge of the material infringement of its Intellectual Property Rights of any other person or entity, (v) there is by third parties and has no proceeding pending or, reason to the knowledge of the Company, threatened in writing, charging the Company or believe that any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiariesis unenforceable, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is subsidiaries are unaware of any facts or circumstances which are reasonably likely might give rise to form a basis for any such claimof the foregoing. The Company and its subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all All patents, patent applications, registered or unregistered trademarks, trade names or service marks, tradenamestrademark, trade name or service mark xxxlications, logos, brandnames, copyrights, trade secrets or secrets, processes, permits, licenses, non- assertion rights, computer software and other proprietary rights (collectivelyinformation owned by, “Intellectual Property Rights”) necessary for their respective businesses as now conductedused by, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary granted to establish and preserve their respective ownership of all Intellectual Property Rights owned by or licensed to the Company or any of its Subsidiary, are listed in Schedule 3.7. Except as set forth in Schedule 3.7., the Company or the Subsidiaries that is necessary for their respective businesses as now conductedhave, (iii) to and upon the knowledge consummation of the Companytransactions contemplated in this Agreement, there is will have, good, clear, valid and marketable title to and ownership of, or the right to use, all Intellectual Property, subject to no infringement, misappropriation Liens or other violation Encumbrances. There are no claims or demands of any Person pertaining to the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings or litigation have been instituted instituted, or are pending or, to the knowledge of any of the CompanyPrincipal Shareholders, threatened in writingthreatened, which that challenge the rights of the Company or any the Subsidiaries as to the title, ownership or use of its Subsidiaries to use the Intellectual Property Rights owned by or licensed that in any manner affects the Company's or any of the Subsidiaries', as the case may be, rights in the Intellectual Property, including the Company's and the Subsidiaries' ability to enforce any rights they have to the Intellectual Property against others, or that prevents or restricts the company or the subsidiaries from using the Intellectual Property. The Company and the Subsidiaries have not been and are not now conducting their respective businesses in a manner that (a) violates any trademark, copyright, trade name, service mark xx patent of any other Person, or (b) requires any license from any other party that the Company or its the Subsidiaries have failed to obtain. All licences and permits relating to the Intellectual Property are in full force and effect, no default exists thereunder and no event has occurred that, but for the passage of time, the giving of notice, or both would be a default thereunder, and the consummation of the transactions contemplated by this Agreement will not cause any termination or default thereunder. Set forth on Schedule 3.7 is a description of all licenses fees, maintenance fees, filing fees and royalties (or the basis of the calculation thereof) required to be paid now or in the future by the Company or any of the Subsidiaries, as the case may be, for the use and practice of any of the Intellectual Property. The Intellectual Property constitutes all the intellectual property that is required for or used in the development, manufacture or marketing of all products presently produced, sold or distributed by the Company and the Subsidiaries. The trade secrets included in the Intellectual Property are within the control and safekeeping of the Company or the Subsidiaries, and (vii) have not been published or disclosed to any third party, except under adequate undertaking of confidentiality by the Intellectual Property Rights owned by andthird party to which publication or disclosure has been made. Except as set forth in Schedule 3.7, to the knowledge all of the Company, licensed, to trademarks and service marks described therein have been duly registered or are the Company and its Subsidiaries, has not been adjudged invalid or unenforceable subject of pending registration applications in whole or the jurisdictions indicated in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimSchedule 3.7.

Intellectual Property. Section 6.9 of the Partnership Disclosure Letter lists all (i) trademark and service xxxx registrations and applications and web domain urls that are included in the Purchased Assets and (ii) trademark, service xxxx and trade name license agreements which are included in the Purchased Assets (the “Shreveport Intellectual Property”). Except as described disclosed in Section 6.9 of the Registration StatementPartnership Disclosure Letter, Prospectus the Partnership owns or Disclosure Package possesses adequate and enforceable rights to use the Shreveport Intellectual Property as currently used without material restrictions or as would not reasonably be expected tomaterial conditions on use, and, to the knowledge of the Partnership, there is no conflict with the rights of the Partnership therein or any conflict by it with the rights of others therein which, individually or in the aggregate, result in would be reasonably likely to have a Partnership Material Adverse Effect. To the Partnership’s knowledge, no party to any Contract related to the Shreveport Intellectual Property is (or upon Closing will be) in breach or default, and to the Partnership’s knowledge, no event has occurred (or, upon Closing will occur) which with notice or lapse of time would constitute a breach or default or permit termination, modification or acceleration thereunder. The Partnership (i) the Company and its Subsidiaries own or possesshas no knowledge that any Shreveport Intellectual Property is involved in any interference, reexamination, cancellation, or can promptly acquire on reasonable termsopposition proceeding, ownershipor any currently pending or threatened suit, licenses action, or other legal rights proceeding arising out of a right or claimed right of any Person with respect to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “any Intellectual Property Rights”) necessary for their respective businesses as now conductedright, (ii) has received no written communication that the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary Partnership is using or disclosing in an unauthorized manner, infringing, or misappropriating in the conduct of the business of the Hotel/Casino as presently conducted the right or claimed right of any Person with respect to establish and preserve their respective ownership of all any Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedright, (iii) to the has no knowledge that any of the Company, there is no infringement, misappropriation or other violation of the Shreveport Intellectual Property Rights owned by the Company is being used or any of its Subsidiaries disclosed in an unauthorized manner, infringed, or misappropriated by any third partyPerson, or (iv) has not entered into any agreement to the knowledge indemnify any Person against any charge of the Companyunauthorized use or disclosure, the present businessinfringement, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights misappropriation of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Shreveport Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimProperty.

Intellectual Property. Except The Company and the Subsidiaries own, or have valid and enforceable rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as are necessary or required to conduct their respective businesses as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights SEC Reports (collectively, the “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all ). The Intellectual Property Rights owned by are currently in compliance with all legal requirements (including timely filings, proofs, prosecution, disclosures and payments of fees) and are valid, subsisting and enforceable and no loss of any of the material Intellectual Property Rights of the Company or any Subsidiary is reasonably foreseeable (except for patents upon the expiration of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation statutory term). None of the Intellectual Property Rights owned by is now involved in, or has been involved in within the past three (3) years, any cancellation, Action, opposition proceeding, or other dispute, litigation or proceeding, and, to the Company’s knowledge, no such action is threatened. No patent contained in the Intellectual Property Rights is now involved in any interference, reissue, re-examination or opposition proceeding and no such patent has been misused. Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned within two (2) years of its Subsidiaries by any third party, (iv) to the date of this Agreement. To the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do have not infringed, misappropriated or otherwise impaired or conflicted with, and the conduct of the Company’s and its Subsidiaries’ businesses as currently conducted does not infringe, misappropriate or otherwise violate impair or conflict with (collectively, “Infringe”) any intellectual property or other rights of any third party. To the knowledge of the Company, the Intellectual Property Rights of are not being Infringed by any other person or entity, (v) there third party. There is no proceeding litigation, claim or order that was either made within the past three (3) years or is presently pending or outstanding or, to the knowledge of the Company, threatened in writingor imminent, charging that alleges that the conduct of the respective businesses of the Company or of any of its Subsidiaries with infringementInfringes any intellectual property rights of a third party, misappropriation or other violation that seeks to limit or challenge or that concerns the ownership, use, patentability, registrability, validity or enforceability of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of and the Company’s and its Subsidiaries’ use of any Intellectual Property Rights. The Company and its Subsidiaries have taken all actions reasonably necessary to maintain, threatened in writingprotect, which challenge and enforce all material Intellectual Property Rights, including the rights secrecy, confidentiality and value of trade secrets and other confidential information. All non-administrative employees, consultants and independent contractors of the Company or any Subsidiary who have had access to confidential information of its Subsidiaries to use the Company or any Subsidiary and/or who have been involved in, or have contributed to, the creation or development of any Intellectual Property Rights owned by or licensed have executed a written agreement to maintain the confidentiality of such confidential information and to assign to the Company or its Subsidiaries, and (vii) the such Subsidiary all Intellectual Property Rights owned created or developed by and, to such Person in the knowledge course of the Company, licensed, to such Person’s employment or other engagement with the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of executed appropriate agreements that are substantially consistent with the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim’s standard forms thereof.

Intellectual Property. Except as described in The Company owns or possesses the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, valid right to use all (i) the Company patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and its Subsidiaries own or possess(ii) inventions, or can promptly acquire on reasonable termssoftware, ownership, licenses or other legal rights to use all patentsworks of authorships, trademarks, service marks, tradenamestrade names, copyrightsdatabases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or other proprietary rights procedures) (collectively, “Intellectual Property RightsAssets”) necessary for their respective businesses to conduct its business as now currently conducted, (ii) and as proposed to be conducted and described in the Prospectus. The Company believes it has not received any opinion from their legal counsel concluding that any activities of its business infringes, misappropriates, or otherwise violates, valid and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all enforceable Intellectual Property Rights owned of any other person, and have not received written notice of any challenge, which is to its knowledge still pending, by any other person to the rights of the Company or with respect to any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or any of its Subsidiaries by any third party, (iv) to Company. To the knowledge of the Company, the present businessCompany’s business as now conducted does not give rise to any infringement of, activities any misappropriation of, or other violation of, any valid and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any enforceable Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to person. All licenses for the knowledge use of the CompanyIntellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened in writing, charging the Company or any claim of its Subsidiaries with infringement, misappropriation or other violation breach of any Intellectual Property Rights adversely held license, and the Company has no knowledge of any breach or anticipated breach by a third party which any other person to any Intellectual Property license. Except as described in the Prospectus, no claim has been filedmade against the Company alleging the infringement by the Company of any patent, (vi) no proceedings have been instituted trademark, service xxxx, trade name, copyright, trade secret, license in or are pending orother intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, to maintain and safeguard its Intellectual Property Rights, including the knowledge execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, threatened in writinguse, which challenge the rights of the Company or hold for use any of its Subsidiaries to use the Intellectual Property Rights owned by as owned, used or licensed to held for use in the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge conduct of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimbusiness as currently conducted.

Intellectual Property. Except The Company and each of its subsidiaries owns, possesses, or can acquire on reasonable terms, all material Intellectual Property necessary for the conduct of the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, Prospectus or the Time of Sale Disclosure Package or as would not reasonably and the Prospectus to be expected to, individually or in the aggregate, result in a Material Adverse Effectconducted. Furthermore, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iiiA) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights parties of any other person or entity, such Intellectual Property; (vB) there is no proceeding pending or, to the knowledge of the Company, threatened in writingthreatened, charging action, suit, proceeding or claim by others challenging the Company Company’s or any of its Subsidiaries with infringementsubsidiaries’ rights in or to any such Intellectual Property, misappropriation or other violation and the Company is unaware of any facts which would form a reasonable basis for any such claim; (C) the Intellectual Property Rights adversely held owned by a third party which has been filedthe Company and its subsidiaries, (vi) no proceedings have been instituted or are pending or, and to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiariessubsidiaries, has not been adjudged invalid or unenforceable unenforceable, in whole or in part part, and there is no pending or, to the knowledge of the Company, threatened in writing action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property RightsProperty, and the Company is unaware of any facts which are reasonably likely to would form a reasonable basis for any such claim; (D) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, neither the Company or any of its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (E) to the Company’s knowledge, no employee of the Company or any of its subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries or actions undertaken by the employee while employed with the Company or any of its subsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) Section 4.18 of the Company Disclosure Letter sets forth a complete and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use correct list of all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “material registrations and applications for registration of any Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries that owns, or is licensed to use (in each case, free and clear of any Liens, except Permitted Liens), all Intellectual Property used in or necessary for their respective businesses the conduct of its business as now currently conducted; (ii) to the knowledge of the Company, neither the Company nor its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of any Person in connection with the conduct of the business of the Company or its Subsidiaries; (iii) to the knowledge of the Company, there is no infringementPerson has challenged, misappropriation infringed, misappropriated or other violation of the otherwise violated any Intellectual Property Rights right owned by and/or licensed to the Company or its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received any written notice or otherwise has knowledge of any pending Action with respect to any Intellectual Property used by the Company or any of its Subsidiaries or alleging that the any services provided, processes used or products manufactured, used, imported, offered for sale or sold by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringementinfringes, misappropriation misappropriates or other violation of otherwise violates any Intellectual Property Rights adversely held by a third party which has been filed, rights of any Person; (viv) no proceedings have been instituted or are pending or, to the knowledge consummation of the Companytransactions contemplated by this Agreement will not alter, threatened in writingencumber, which challenge impair or extinguish any Intellectual Property right of the rights Company or any of its Subsidiaries or impair the right of the Company or any of its Subsidiaries to use develop, use, sell, license or dispose of, or to bring any action for the infringement of, any Intellectual Property Rights owned by or licensed to right of the Company or any of its Subsidiaries; (vi) the Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Trade Secrets owned, and used or held for use by the Company or any of its Subsidiaries and, to the Company’s knowledge, no such Trade Secrets have been disclosed to any third party other than pursuant to written confidentiality agreements; (vii) the Intellectual Property Rights owned by and, IT Assets operate and perform in a manner that permits the Company and its Subsidiaries to conduct their respective businesses as currently conducted and to the knowledge of the Company, licensed, no Person has gained unauthorized access to the IT Assets; and (viii) the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part Subsidiaries have implemented reasonable backup and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimdisaster recovery technology consistent with industry practices.

Intellectual Property. Except as described Subject to the qualifications set forth in the Registration Statementthis Section 4.13(c) below, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and and/or its Subsidiaries own or possessown, or can promptly acquire on reasonable termsare licensed or otherwise have the right to use, ownership, licenses or other legal rights to use all patents, inventions, trademarks, service marks, tradenamestrade names, domain names, copyrights, and registrations and applications for the foregoing, know-how, manufacturing processes, formulae, trade secrets or secrets, rights of publicity of natural persons and any other proprietary rights intangible property and assets which are material to the businesses of Company and its Subsidiaries as now conducted and as proposed to be conducted (collectively, the “Intellectual Property Rights”) necessary for their respective businesses ). Except as now conductedset forth on Schedule 4.13(c), (ii) the Company believes it does not have any Knowledge of, and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the neither Company or nor any of its Subsidiaries that is necessary for their respective businesses as now conductedhas given any notice of, (iii) to the knowledge any pending conflicts with or infringement of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held or Regulatory Approvals by a any third party which has been filedparty, (vi) and no proceedings have been instituted action, suit, arbitration, or are pending legal, administrative or other proceedings, or investigation is pending, or, to the knowledge Knowledge of Company, threatened, which involves any Intellectual Property Rights and which could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 4.13(c), neither Company nor any of its Subsidiaries is subject to any judgment, order, writ, injunction or decree of any Governmental Authority or any arbitrator, or has entered into or is a party to any contract, which restricts or impairs the use of any such Intellectual Property Rights or Company’s or any of its Subsidiaries’ use of or right to use any of the Intellectual Property Rights and which could reasonably be expected to have a Material Adverse Effect. To the Knowledge of Company, threatened in writingexcept as set forth on Schedule 4.13(c), which challenge the rights of the no Intellectual Property Rights licensed to or by or otherwise used by Company or any of its Subsidiaries, no services rendered or products manufactured by or sold by Company or any of its Subsidiaries, and no conduct of the business of Company or any of its Subsidiaries, infringes upon or otherwise violates any intellectual property rights of any third party. Except as set forth on Schedule 4.13(c), neither Company nor any of its Subsidiaries has received notice of any pending conflict with or infringement upon such third-party intellectual property rights. Except as set forth on Schedule 4.13(c), no claims have been asserted by any Person with respect to use the validity of or Company’s or any of its Subsidiaries’ ownership of or right to use, the Intellectual Property Rights owned by or licensed and, to the Company or its SubsidiariesKnowledge of Company, and (vii) there is no reasonable basis for any such claim to be successful. Except as set forth on Schedule 4.13(c), the Intellectual Property Rights owned by and, are valid and enforceable (to the knowledge of the Company, licensed, extent such Intellectual Property Rights can be enforceable) and no registration or application relating thereto that is material to the business of Company or its Subsidiaries has lapsed, expired or been abandoned or cancelled or is the subject of cancellation or other adversarial proceedings, and all applications therefore are pending and are in good standing. Company and its Subsidiaries, has not been adjudged invalid or unenforceable Subsidiaries have complied in whole or in part and there is no pending or, all material respects with their respective contractual obligations relating to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, Rights used pursuant to licenses. Company and its Subsidiaries take reasonable security measures that are adequate to retain trade secret protection in the Company non-patented technology that is unaware of any facts which are reasonably likely material to form a basis for any such claimtheir business.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possessThe Companies own, or can promptly acquire on reasonable termshave a valid right to use, ownership, licenses --------------------- sell or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of license all Intellectual Property Rights owned by (as defined below) necessary or required for the Company or any conduct of its Subsidiaries that is necessary for their respective businesses business as now conducted, presently conducted (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the such Intellectual Property Rights owned being hereinafter collectively referred to as the "Companies IP Rights") and such rights to use, sell or license are sufficient for the conduct of the Companies' businesses as presently conducted. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not constitute a breach of any instrument or agreement governing or affecting any Companies IP Right (the "Companies IP Rights Agreements"), do not and will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Companies IP Right or impair the right of the Companies to use, sell or license any Companies IP Right or portion thereof. There is no royalty, honoraria, fee or other payment payable by the Company Companies to any person by reason of the ownership, use, license, sale or disposition of any Companies IP Right (other than as set forth in the Companies IP Rights Agreements listed in Section 2.11 to the Companies Disclosure Letter). The manufacture, marketing, license, sale or intended use of its Subsidiaries any product currently licensed or sold by the Companies or currently under development by the Companies does not violate any license or agreement between the Companies and any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate party or otherwise violate infringe any Intellectual Property Rights Right of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part ; and there is no pending or, to the knowledge of the CompanyShareholders, threatened in writing proceeding by others challenging claim or litigation contesting the validity validity, ownership or scope right to use, sell, license or dispose of any such Intellectual Property RightsCompanies IP Right nor, and to the Company knowledge of the Shareholders, is unaware of there any facts which are reasonably likely to form a basis for any such claim.. The Companies have not received any notice asserting that any Companies IP Right or the proposed use, sale, license or disposition thereof conflicts, or will conflict, with the rights of any other person or entity, nor, to the knowledge of the Shareholders, is there any basis for any such assertion. Xxxxxxx is the only employee of the Companies who has participated in the development of proprietary software of the Companies with respect to a customized appraisal system consisting of project management, auction management, library management, contact management, proposal management and

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected toas, individually or in the aggregate, result has not had and would not reasonably be expected to have a Parent Material Adverse Effect, either Parent or a Subsidiary of Parent owns, or is licensed or otherwise possesses adequate rights to use (in the manner and to the extent it has used the same), all Intellectual Property of any kind used in their respective businesses as currently conducted (collectively, the “Parent Intellectual Property”). Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (va) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the CompanyParent, threatened in writing proceeding claims by any Person alleging infringement, misappropriation, dilution, or other violation by Parent or any of its Subsidiaries of the Intellectual Property of any Person; (b) the conduct of the businesses of Parent and its Subsidiaries has not infringed, misappropriated, diluted, or otherwise violated and does not infringe, misappropriate, dilute or otherwise violate, any Intellectual Property of any Person; (c) neither Parent nor any of its Subsidiaries has made any claim of infringement, misappropriation or other violation by others challenging of its rights to or in connection with the validity Parent Intellectual Property; (d) to the knowledge of Parent, no Person is infringing, misappropriating or scope diluting any Parent Intellectual Property; (e) Parent and its Subsidiaries have taken reasonable steps to protect the confidentiality of their trade secrets and the security of their computer systems and networks; and (f) the consummation of the Transactions will not result in the loss of, or give rise to any right of any such third party to terminate, any of Parent’s or any of its Subsidiaries’ rights or obligations under, any agreement under which Parent or any of its Subsidiaries grants to any Person, or any Person grants to Parent or any of its Subsidiaries, a license or right under or with respect to any Parent Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimProperty.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries own or own, possess, have valid license rights or can promptly acquire on reasonable terms, ownership, licenses or other legal adequate rights to use all (i) patents, patent applications, trademarks, trademark registrations, service marks, tradenamesservice xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, and trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trade names, databases, formulae, know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or other proprietary rights procedures) (collectively, “Intellectual Property RightsAssets”) necessary for to conduct their respective businesses as now currently conducted, (ii) the . The Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve not received any opinion from their respective ownership legal counsel concluding that any activities of all their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to Subsidiary. To the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries Subsidiaries’ respective businesses as now conducted do not infringegive rise to any infringement of, misappropriate any misappropriation of, or otherwise violate other violation of, any valid and enforceable Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to in any material respect. All licenses for the knowledge use of the CompanyIntellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to their terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened in writing, charging the Company or any claim of its Subsidiaries with infringement, misappropriation or other violation breach of any Intellectual Property Rights adversely held license, and the Company has no knowledge of any breach or anticipated breach by a third party which any other person to any Intellectual Property license. Except as described in the Prospectus, no claim has been filedmade against the Company alleging the infringement by the Company of any patent, (vi) no proceedings have been instituted trademark, service xxxx, trade name, copyright, trade secret, license in or are pending orother intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, to maintain and safeguard its Intellectual Property Rights, including the knowledge execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, threatened in writinguse, which challenge the rights of the Company or hold for use any of its Subsidiaries to use the Intellectual Property Rights owned by as owned, used or licensed to held for use in the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge conduct of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimbusiness as currently conducted.

Intellectual Property. Except as described (a) One or more members of the Company Group exclusively owns all right, title and interest in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected and to, individually or in has obtained valid and enforceable licenses or other rights to use, free and clear of all Liens other than Permitted Liens, all Intellectual Property and Intellectual Property Rights used or held for use in, or necessary for, the aggregateconduct of its respective business as currently conducted (such Intellectual Property and Intellectual Property Rights, result in a Material Adverse Effectthe “Company Intellectual Property”). No member of the Company Group has received, since January 1, 2013, any written notice or claim (i) challenging or questioning the Company and its Subsidiaries own or possessvalidity, or can promptly acquire on reasonable termsuse, ownership, licenses patentability, registrability or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “enforceability of any Company Intellectual Property Rights”) necessary for their respective businesses as now conductedProperty, (ii) indicating an intention on the part of any Person to bring a claim that any Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company is invalid, unpatentable, unregisterable, unenforceable or any of its Subsidiaries that is necessary for their respective businesses as now conductedhas been misused, or (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or alleging that any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products member of the Company and its Subsidiaries do not infringeGroup or the conduct of any of their businesses, misappropriate infringed, misappropriated, or otherwise violate violated any Intellectual Property Rights of any other person or entitythird party rights, (v) there is no proceeding pending ornor, to the knowledge of the Company, threatened is there any basis for any of the foregoing in writing, charging clauses (i) through (iii). Neither the Company or nor any of its Subsidiaries with infringementhas infringed, misappropriation misappropriated, or other violation otherwise violated since January 1, 2013, and the operation of their businesses as currently conducted does not infringe, misappropriate, or otherwise violate, any (x) patents of any third party, except as would not have a material adverse effect on the business of the Company Group, or (y) other Intellectual Property or Intellectual Property Rights adversely held by a of any third party which has been filed, (vi) no proceedings have been instituted or are pending or, to party. To the knowledge of the Company, threatened in writingthere are no third parties who have any rights to any Company Intellectual Property that is owned by, which challenge or has been exclusively licensed to, the rights of Company or each Subsidiary that would preclude the Company or any of Subsidiary from conducting its Subsidiaries to use business as currently conducted. The Company, the Company Intellectual Property Rights owned by is not subject to any outstanding consent, settlement, decree, order, injunction, judgment or licensed to ruling restricting the Company use, assignment or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimownership thereof.

Intellectual Property. Section 3.13 of the Company Disclosure Schedule sets forth a true and complete list of all registered Intellectual Property and applications therefor, and material unregistered Trademarks, Copyrights that is owned by the Company and each of its Subsidiaries, indicating for each item the record owner, jurisdiction and registration or application number. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected tolikely to have, individually or in the aggregate, result a Material Adverse Effect, the Company and its Subsidiaries own, or are licensed or otherwise possess legally enforceable rights to use, all Intellectual Property used in their respective businesses as currently conducted (the “Company IP”), free and clear of any Liens and the consummation of the transactions contemplated by this Agreement will not alter or impair such rights. Except as would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect, (ia) the Company IP is subsisting, valid and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights enforceable; (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (vb) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding Actions by others any person, or Orders seeking to cancel or limit, or challenging the validity validity, enforceability, ownership or scope use by the Company or its Subsidiaries, of any such (i) trademarks, service marks, trade dress, logos, trade names, Internet domain names or the goodwill associated or symbolized therewith (“Trademarks”); (ii) works of authorship in any media and copyrights (“Copyrights”); (iii) inventions, discoveries, patents, confidential and proprietary information, including trade secrets and know-how or other intellectual property or applications and registrations therefor (collectively, the “Intellectual Property RightsProperty”) used in their respective businesses as currently conducted; and (c) the conduct of the businesses of the Company and its Subsidiaries, and the Company is unaware IP, do not and have not in the past three (3) years infringe(d) upon, misappropriate(d) or otherwise violate(d) any Intellectual Property of any facts which person, and neither the Company nor any of its Subsidiaries has received any written notice from any other person challenging the right of the Company or any of its Subsidiaries to use any of the Intellectual Property used by the Company or any of its Subsidiaries. As of the date hereof, there are reasonably likely to form a no pending Actions by the Company or any of its Subsidiaries alleging that any other person is infringing, misappropriating or otherwise violating the Company IP and the Company knows of no valid basis for any such claimAction, in each case except as would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries take all reasonable actions to protect, police, maintain and preserve the Intellectual Property that is material to its business. The Company’s and its Subsidiaries’ computers, software, firmware, middleware, servers, networks and all other information technology equipment operate and perform in all material respects as required by the Company and its Subsidiaries in connection with their respective businesses as currently conducted and have not materially malfunctioned or caused a material and prolonged business disruption within the past three (3) years. The Company and each of its Subsidiaries have implemented reasonable backup, security and disaster recovery technology policies and procedures.

Intellectual Property. Except The Company and each of its subsidiaries owns, possesses, or can acquire on reasonable terms, all material Intellectual Property necessary for the conduct of the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, Prospectus or the Time of Sale Disclosure Package or as would not reasonably and the Prospectus to be expected to, individually or in the aggregate, result in a Material Adverse Effectconducted. Furthermore, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iiiA) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights parties of any other person or entity, such Intellectual Property; (vB) there is no proceeding pending or, to the knowledge of the Company, threatened in writingthreatened, charging action, suit, proceeding or claim by others challenging the Company Company’s or any of its Subsidiaries with infringementsubsidiaries’ rights in or to any such Intellectual Property, misappropriation or other violation and the Company is unaware of any facts which would form a reasonable basis for any such claim; (C) the Intellectual Property Rights adversely held owned by a third party which has been filedthe Company and its subsidiaries, (vi) no proceedings have been instituted or are pending or, and to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiariessubsidiaries, has not been adjudged invalid or unenforceable unenforceable, in whole or in part part, and there is no pending or, to the knowledge of the Company, threatened in writing action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property RightsProperty, and the Company is unaware of any facts which are reasonably likely to would form a reasonable basis for any such claim; (D) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, neither the Company or any of its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (E) to the Company’s knowledge, no employee of the Company or any of its subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries or actions undertaken by the employee while employed with the Company or any of its subsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal possess the valid rights to use all patents(i) trademarks, trademarkstrademark registrations, service marks, tradenamesInternet domain name registrations, and all goodwill associated with the foregoing, patents, patent applications, copyrights, copyright registrations and trade secrets (the “Intellectual Property Rights”) and (ii) inventions, software, works of authorship, trade names, know-how, databases, formulae, Internet domain names, and other intellectual property (including unpatented and/or unpatentable proprietary or other proprietary rights confidential information, systems, or procedures) (collectively, “Intellectual Property RightsAssets”) necessary for to conduct their respective businesses as now conducted, (ii) currently conducted and described in the Company believes General Disclosure Package and the Prospectus; provided that the foregoing representation is made only to the Company’s knowledge as it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all concerns third-party Intellectual Property Rights and Intellectual Property Assets. The Company and its subsidiaries have not received any written opinion from their legal counsel concluding that any activities of their respective businesses, each as currently conducted, infringe, misappropriate, or otherwise violate valid and enforceable Intellectual Property Rights of any third party, and the Company and its subsidiaries have not received written notice of any pending or threatened action, suit, proceeding or claim by any third party challenging the Company’s and its subsidiaries’ rights in or to any of their respective Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of subsidiaries. To the Company’s knowledge, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries subsidiaries’ respective businesses do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to third party. All licenses for the knowledge use of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by the Company described in the General Disclosure Package and the Prospectus are valid, binding upon, and enforceable against the Company and, to the Company’s knowledge, the other parties thereto in accordance to its terms. The Company and its subsidiaries have complied in all material respects with, and are not in breach in any material respect nor have received any written asserted or licensed threatened claim of breach of any intellectual property license, and the Company and its subsidiaries have no knowledge of any breach or anticipated breach by any third party with respect to any intellectual property license to which the Company is a party. The Company and its subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard their Intellectual Property Rights sufficient, in the Company’s reasonable business judgment, for the conduct of their businesses as currently conducted and described in the General Disclosure Package and the Prospectus, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any third party in respect of, the Company’s and its subsidiaries’ right to own, use, or hold for use any of the material Intellectual Property Rights as owned, used or held for use in the conduct of their business as currently conducted. The Company and its subsidiaries have at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. To the Company’s knowledge, no claims have been asserted or threatened against the Company or its Subsidiaries, subsidiaries alleging a violation of any person’s privacy or personal information or data rights and (vii) the Intellectual Property Rights owned by and, to the knowledge consummation of the Companytransactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, licenseddata protection, or the collection and use of personal information collected, used, or held for use by the Company or its subsidiaries in the conduct of their businesses, except where any such breach or violation would not reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries take commercially reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company and its subsidiaries have used commercially reasonable efforts to obtain ownership of all works of authorship and inventions made by their employees, consultants and contractors during the time they were employed by or under contract with the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part subsidiaries and there is no pending or, which are material to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, their businesses. All founders and key employees have signed confidentiality and invention assignment agreements with the Company is unaware of any facts which are reasonably likely to form a basis for any such claimor its applicable subsidiary.

Intellectual Property. Except The Company and the Subsidiary own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as described in conducted as of the Registration Statementdate hereof, Prospectus except to the extent that the failure to own or Disclosure Package or as possess adequate rights to use such Intellectual Property would not reasonably be expected tonot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in writing to the Agent, the Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are no pending, (i) or to the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents, patent applications or proprietary information. No other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company and its Subsidiaries own or possessany Subsidiary or by any non-contractual obligation, or can promptly acquire on reasonable terms, ownership, other than by written licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned granted by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Subsidiary. The Company or has not received any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights written notice of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge claim challenging the rights of the Company or any of its Subsidiaries in or to use the any Intellectual Property Rights owned owned, licensed or optioned by or licensed to the Company or its Subsidiariesany Subsidiary which claim, and (vii) if the Intellectual Property Rights owned by andsubject of an unfavorable decision, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable would result in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimMaterial Adverse Effect.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or for such matters as would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse Effect, Effect on Premiere: (i) the Company Premiere and its Subsidiaries own each Subsidiary owns or possesspossesses, or can promptly acquire on reasonable termshas all necessary rights and licenses in, ownership, licenses or other legal rights to use all patents, patent rights, licenses, inventions (whether or not patentable or reduced to practice), copyrights (whether registered or unregistered), know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), registered and unregistered trademarks, service marks, tradenames, copyrights, marks and trade secrets or names and other proprietary intellectual property rights (collectively, “"Intellectual Property Rights”Property") necessary for their respective businesses to conduct its business as now conducted, ; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company neither Premiere nor any Subsidiary has received any unresolved notice of, or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights aware of any other person fact or entitycircumstance that would give any Third Party a right to assert, (v) there is no proceeding pending orinfringement or misappropriation of, to the knowledge or conflict with, asserted rights of the Company, threatened in writing, charging the Company others or any of its Subsidiaries with infringement, misappropriation invalidity or other violation unenforceability of any Intellectual Property Rights adversely held owned by a third party which has been filed, Premiere or any Subsidiary; (viiii) no proceedings have been instituted or are pending or, the use of such Intellectual Property to conduct the knowledge business and operations of the Company, threatened in writing, which challenge Premiere and its Subsidiaries as conducted does not infringe on the rights of the Company any person; (iv) no person is challenging or infringing on or otherwise violating any right of Premiere or any Subsidiary with respect to any Intellectual Property owned by and/or licensed to Premiere or Subsidiary; (v) neither the execution of its Subsidiaries this Agreement nor the consummation of the transactions contemplated hereby will result in a loss or limitation in (x) the rights and licenses of Premiere or any Subsidiary to use or enjoy the benefit of any Intellectual Property Rights employed by them in connection with their business as conducted (y) the amount of any royalties or other benefits received by Premiere or any Subsidiary thereof from Intellectual Property owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimit.

Intellectual Property. Except as described (i) The Company and its subsidiaries own (free and clear of all liens, security interests or encumbrances, other than licenses or other grants of rights to use Intellectual Property), or have a license to, all patents, patent applications, patent rights, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) currently used in the Registration Statement, Prospectus conduct of their respective businesses (except where such failure to own or Disclosure Package or as possess such rights would not reasonably be expected toexpected, individually or in the aggregate, result in to have a Material Adverse Effect, (i) the Company and its Subsidiaries own all issued or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “registered Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights that is owned by the Company or any of its Subsidiaries that subsidiaries is necessary for their respective businesses as now conductedsubsisting, (iii) and to the knowledge of the Company, there is no infringementvalid and enforceable (except where such failure to be subsisting, misappropriation valid or other violation enforceable would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect); (ii) the Company’s and its subsidiaries’ conduct of the their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property Rights owned by or contractual rights of any person, except as would not be reasonably expected, individually, or in the aggregate, to have a Material Adverse Effect; (iii) the Company and its subsidiaries have not received any written notice of any claim relating to Intellectual Property, which claim, if determined adversely to the Company or any of its Subsidiaries by any third partysubsidiaries, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (iv) to the knowledge of the Company, no Intellectual Property that is owned by the present business, activities Company or its subsidiaries and products material to the conduct of the Company and Company’s or its Subsidiaries do not infringesubsidiaries’ respective businesses is being infringed, misappropriate misappropriated or otherwise violate violated by any Intellectual Property Rights of any other person or entity, person; (v) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is are no proceeding pending orActions pending, or to the knowledge of the Company, threatened in writing, charging against the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any subsidiaries relating to Intellectual Property Rights that, if determined adversely held by to the Company or its subsidiaries, would reasonably be expected, individually or in the aggregate, to have a third party which has been filed, Material Adverse Effect; (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any and its subsidiaries have complied in all material respects with the terms of its Subsidiaries each agreement pursuant to use the which Intellectual Property Rights owned by or has been licensed to the Company or its Subsidiariessubsidiaries, as applicable, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and, to the Company’s knowledge, all such agreements are in full force and effect; and (vii) the Company and its subsidiaries take reasonable steps (x) to protect, maintain and safeguard trade secrets and confidential information included in their Intellectual Property Rights owned by andand (y) to require all of their current employees and contractors (A) with access to trade secrets and confidential information to execute non-disclosure and confidentiality agreements with the Company or its subsidiaries, to as applicable, and (B) who have been involved in the knowledge creation, invention or development of material Intellectual Property for or on behalf of the Company, licensed, Company or its subsidiaries to assign in writing to the Company and or its Subsidiariessubsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending oras applicable, to the knowledge all of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimtheir rights therein.

Intellectual Property. Except as described in the Registration Statement, Prospectus The Company owns or Disclosure Package possess or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal has valid rights to use all patents, patent applications, trademarks, service marks, tradenamestrade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets or other proprietary and similar rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the conduct of the business of the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary subsidiaries as currently carried on and as described in the Registration Statement and the Prospectus, except as would not be reasonably likely to establish and preserve their respective ownership result in a Material Adverse Change. To the knowledge of all Intellectual Property Rights owned the Company, no action or use by the Company or any of its Subsidiaries that is subsidiaries necessary for the conduct of their respective businesses business as now conductedcurrently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. Neither the Company nor any of its subsidiaries have received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (iiiA) to the knowledge of the Company, there is no infringement, misappropriation or other violation by third parties of any of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, subsidiaries; (ivB) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any of its subsidiaries in writing or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company or any of its subsidiaries and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to would form a reasonable basis for any such claimclaim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, neither the Company nor any of its subsidiaries has received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company or any of its subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries, or actions undertaken by the employee while employed with the Company or any of its subsidiaries and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company or any of its subsidiaries which has not been patented has been kept confidential. Neither the Company nor any of its subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any such subsidiary or, to the Company’s knowledge, any of its or its subsidiaries’ officers, directors or employees, or otherwise in violation of the rights of any persons.

Intellectual Property. Except Section 2(j) of the Disclosure Schedule lists all Intellectual Property of Seller used in, or necessary for, the conduct of the operations of the Stations, specifying as described in the Registration Statementto each, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, applicable: (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “nature of such Intellectual Property Rights”) necessary for their respective businesses as now conductedProperty, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership owner of all such Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conductedProperty, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the jurisdictions in which such Intellectual Property Rights owned by the Company is recognized without registration or any of its Subsidiaries by any third partyhas been registered, or registration has been applied for, and (iv) material licenses, sublicenses and other agreements as to which Seller is a party and pursuant to which any person is authorized to use such Intellectual Property. The Seller owns or has the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property necessary for or currently used in the operation of the business of the Seller as presently conducted and as presently proposed to be conducted. Each item of Intellectual Property owned or used by the Seller immediately prior to the knowledge Closing hereunder will be owned or available for use by the Buyer on identical terms and conditions immediately subsequent to the Closing hereunder. Except as set forth in Section 2(j) of the CompanyDisclosure Schedule, the present businessSeller has taken all necessary or desirable action to protect each item of Intellectual Property that it owns or uses. The Seller has not interfered with, activities and products of the Company and its Subsidiaries do not infringeinfringed upon, misappropriate misappropriated, or otherwise violate come into conflict with any Intellectual Property Rights rights of third parties, and the Seller has never received any other person charge, complaint, claim, or entitynotice alleging any such interference, (vinfringement, misappropriation, or violation. Except as set forth in Section 2(j) there is no proceeding pending orof the Disclosure Schedule, to the knowledge Knowledge of the CompanySeller, threatened in writingno third party has interfered with, charging the Company infringed upon, misappropriated, or any of its Subsidiaries otherwise come into conflict with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Seller. No Intellectual Property Rights owned of Seller is subject to any order, judgment or agreement restricting the use thereof by or licensed to Seller in the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge operation of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimStations.

Intellectual Property. Except The Company and each of its Subsidiaries owns, possesses or has valid and enforceable licenses to use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of the Company’s and it Subsidiaries’ business as now conducted or as described in the Registration StatementStatement and the Prospectuses to be conducted, Prospectus except as such failure to own, possess, or Disclosure Package or as acquire such rights would not reasonably be expected toexpected, individually or in the aggregate, to result in a Material Adverse Effect. Furthermore, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) necessary for their respective businesses as now conducted, (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iiiA) to the knowledge of the Company, there is no infringement, misappropriation or other violation by third parties of the any such Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the CompanyProperty, the present business, activities and products effect of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, which would have a Material Adverse Effect; (vB) there is no proceeding pending or, to the knowledge of the Company, threatened in writingthreatened, charging action, suit, proceeding or claim by others challenging the Company Company’s or any of its Subsidiaries with infringementSubsidiaries’ rights in or to any such Intellectual Property, misappropriation or other violation the effect of any which would have a Material Adverse Effect; (C) the Intellectual Property Rights adversely held owned by a third party which has been filedthe Company and its Subsidiaries, (vi) no proceedings have been instituted or are pending or, and to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable unenforceable, in whole or in part part, and there is no pending or, to the knowledge of the Company, threatened in writing action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, the effect of which would have a Material Adverse Effect; (D) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rightsor other proprietary rights of others, and neither the Company or any of its Subsidiaries has received any written notice of such claim, the effect of which would have a Material Adverse Effect; and (E) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is unaware in or has ever been in violation of any facts which are reasonably likely to form a basis for term of any such claim.employment

Intellectual Property. Except as described in the Registration Statement, Prospectus The Company solely and exclusively owns or Disclosure Package has a valid and enforceable license or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights right to use all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, tradenames, copyrights, trade secrets or names and all other intellectual property and similar proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, “Intellectual Property Rights”) used in or reasonably necessary for their respective businesses as now conducted, to conduct its business; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third partyand, (iv) to the knowledge of Company’s knowledge, the Intellectual Property Rights licensed to the Company, the present businessare valid, activities subsisting and products of the Company enforceable, and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding material pending or, to the knowledge of the Company’s knowledge, threatened in writingaction, charging suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) the Company or has not received any of its Subsidiaries with written notice alleging any material infringement, misappropriation or other violation of Intellectual Property Rights; (iv) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights adversely held owned or licensed by a third party which the Company; (v) the Company does not infringe, misappropriate or otherwise violate, nor has been filedinfringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vi) no proceedings all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company have been instituted executed an invention assignment agreement whereby such employees or are pending orcontractors presently assign all of their right, title and interest in and to the knowledge of such Intellectual Property Rights to the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed and to the Company Company’s knowledge no such agreement has been breached or its Subsidiaries, violated; and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rightsuses, and the Company is unaware of any facts which are reasonably likely has used, commercially reasonable efforts to form appropriately maintain all information intended to be maintained as a basis for any such claimtrade secret.

Intellectual Property. Except as described set forth in the Registration Statement, Prospectus or Disclosure Package or MI Filed SEC Reports and except as would not reasonably be expected tonot, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect, Effect on MVT Corp.: (i) the Company and its Subsidiaries own or possessmembers of the MVT Group own, or can promptly acquire on reasonable termsare licensed to use, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenamestrade dress, logos, trade names, service names, corporate names, domain names, brand identifiers, copyrights, proprietary designs, Computer Software, databases, trade secrets or other proprietary secrets, know-how, patents, patent applications, inventions and similar rights (collectively, “Intellectual Property RightsProperty”) necessary for their respective businesses used in the conduct of the MVT Business as now currently conducted, ; (ii) to the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership Knowledge of MVT Corp., all Intellectual Property Rights owned by the Company members of the MVT Group is valid and enforceable and the use of any Intellectual Property by the members of the MVT Group does not infringe upon, misappropriate or otherwise violate the Intellectual Property rights of any of its Subsidiaries that is necessary for their respective businesses as now conducted, Person; (iii) to the knowledge Knowledge of MVT Corp., the use by the members of the Company, there MVT Group of Intellectual Property which is no infringement, misappropriation or other violation licensed to any member of the MVT Group is substantially in accordance with the terms of the applicable license agreement pursuant to which the applicable member of the MVT Group acquired the right to use such Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, Property; (iv) to the knowledge Knowledge of MVT Corp., no Person is infringing, misappropriating or otherwise violating any right of any member of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate MVT Group with respect to any Intellectual Property Rights owned by and/or exclusively licensed to any member of any other person or entity, the MVT Group; (v) there is no claim or proceeding pending or, to the knowledge Knowledge of MVT Corp., threatened against any member of the Company, threatened in writing, charging the Company or any MVT Group challenging their respective use of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, Property; and (vi) no proceedings have been instituted or are pending or, to the knowledge Knowledge of MVT Corp., no Intellectual Property owned by any member of the Company, threatened in writing, which challenge the rights MVT Group is being used by or enforced by any member of the Company MVT Group in a manner that would reasonably be expected to result in the abandonment, cancellation or any unenforceability of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimProperty.

Intellectual Property. Except as described disclosed in the Registration Statement, Prospectus or the Pricing Disclosure Package or the Prospectus, and except as would not reasonably be expected toexpected, individually or in the aggregate, result in to have a Material Adverse Effect, (i) the Company and its Subsidiaries subsidiaries own or possess, possess valid and adequate rights to use or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use terms all patents, inventions, trademarks, service marks, tradenamestrade names, copyrightsdomain names and other source indicators, copyrights and copyrightable works, licenses, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), proprietary or confidential information and all other intellectual property and proprietary rights (including all registrations, applications for registration and goodwill associated with the foregoing) (collectively, “Intellectual Property RightsProperty”) ), in each case, used in, held for use in or otherwise necessary for the conduct of their respective businesses as now conductedcurrently conducted and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package or the Prospectus; (ii) there are no rights of third parties to any Intellectual Property owned by or licensed to the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary subsidiaries that would prevent the Company or its subsidiaries from continuing their business as currently conducted and as proposed to establish be conduct in the Registration Statement, the Pricing Disclosure Package or the Prospectus; (iii) the Company’s and preserve its subsidiaries’ conduct of their respective ownership of all businesses does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by of any person; (iv) neither the Company nor any of its subsidiaries has received any notice of any Action relating to Intellectual Property, including any claim of infringement, misappropriation, breach, default or other violation of any Intellectual Property of any person, or any notice challenging the ownership, validity, enforceability or scope of any Intellectual Property of the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, subsidiaries; and (iiiv) to the knowledge of the Company, there is no infringement, misappropriation or other violation of the all Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do subsidiaries is valid, enforceable and has not infringebeen, misappropriate and is not currently being, infringed, misappropriated or otherwise violate violated by any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimperson.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected toto have, individually or in the aggregate, result in a Company Material Adverse Effect, : (i) the Company and each of its Subsidiaries own or possessowns, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights is licensed to use (in each case, free and clear of any Liens), all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) used in or necessary for their respective businesses the conduct of its business as now currently conducted, ; (ii) the neither Company believes it and nor its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all infringed, misappropriated or otherwise violated the Intellectual Property Rights owned by the Company or rights of any of its Subsidiaries that is necessary for their respective businesses as now conducted, Person; (iii) to the knowledge of the Company, there is no infringementPerson has challenged, misappropriation infringed, misappropriated or other violation of the otherwise violated any Intellectual Property Rights right owned by and/or licensed to the Company or its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received any written notice or otherwise has knowledge of any pending claim, action, suit, order or proceeding with respect to any Intellectual Property used by the Company or any of its Subsidiaries or alleging that any services provided, processes used or products manufactured, used, imported, offered for sale or sold by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringementinfringes, misappropriation misappropriates or other violation of otherwise violates any Intellectual Property Rights adversely held by a third party which has been filed, rights of any Person; (viv) no proceedings have been instituted or are pending or, to the knowledge consummation of the Companytransactions contemplated by this Agreement will not alter, threatened in writingencumber, which challenge the rights impair or extinguish any Intellectual Property right of the Company or any of its Subsidiaries or impair the right of Parent to use develop, use, sell, license or dispose of, or to bring any action for the infringement of, any Intellectual Property Rights owned by or licensed to right of the Company or any of its Subsidiaries, and ; (viivi) the Intellectual Property Rights owned by and, IT Assets operate and perform in a manner that permits the Company and its Subsidiaries to conduct their respective businesses as currently conducted and to the knowledge of the Company, licensed, no Person has gained unauthorized access to the IT Assets; and (vii) the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part Subsidiaries have implemented reasonable backup and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimdisaster recovery technology consistent with industry practices.

Intellectual Property. Section 3.1(q) of the Company Disclosure Letter sets forth a true, correct and complete list (in all material respects) of all Company Intellectual Property that is issued by, filed with, registered with, or the subject of a pending application before any Governmental Entity, and that is owned or purported to be owned by the Company (the “Company Registered IP”). Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected toto have, individually or in the aggregate, result in a Company Material Adverse Effect, (i) the Company and its Subsidiaries own or possessown, free and clear of all Liens, other than Permitted Liens, or can promptly acquire on reasonable terms, ownership, licenses have a valid license or other legal rights right to use all patents, trademarks, service marks, tradenamestrade names, copyrights, trade secrets copyrights and other Intellectual Property Rights (including any registrations or other proprietary rights applications for registration of any of the foregoing) that are used in the business of Company and its Subsidiaries as presently conducted (collectively, the “Company Intellectual Property RightsProperty”) necessary for their respective businesses as now conducted), (ii) neither the Company believes it nor any such Subsidiary has received any written notice of a claim that the business of the Company and its Subsidiaries have taken all commercially reasonable steps necessary infringes, misappropriates or otherwise violates, or since December 31, 2014 through the date hereof has infringed, misappropriated or otherwise violated, and to establish the knowledge of the Company, the business of the Company and preserve their respective ownership of all its Subsidiaries as presently conducted does not infringe, misappropriate, or otherwise violate, the Intellectual Property Rights owned by the Company or of any of its Subsidiaries that is necessary for their respective businesses as now conducted, other Person and (iii) to the knowledge of the Company, there no other Person is no infringementinfringing, misappropriation misappropriating or other violation of otherwise violating any Company Intellectual Property. Except as would not reasonably be expected to have, individually or in the Intellectual Property Rights owned by the aggregate, a Company or any of its Subsidiaries by any third partyMaterial Adverse Effect, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any have taken reasonable steps to maintain and protect each material item of Company Intellectual Property Rights of any other person that they own or entity, (v) there is no proceeding pending or, purport to the knowledge of the Company, threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimown.

Intellectual Property. Except as described as, in the Registration Statementaggregate, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in to have a Material Adverse Effect, Effect on SPSS and except as disclosed in the SPSS SEC Reports filed prior to the date of the Agreement: (i) the Company SPSS and each of its Subsidiaries own or possessowns, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights is licensed to use (in each case, free and clear of any Liens), all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”(as defined below) used in or necessary for their respective businesses the conduct of its business as now currently conducted, ; (ii) the Company believes it use of any Intellectual Property by SPSS and its Subsidiaries have taken all commercially reasonable steps necessary does not infringe on or otherwise violate the rights of any Person and is in accordance with any applicable license pursuant to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company which SPSS or any of its Subsidiaries that is necessary for their respective businesses as now conducted, Subsidiary acquired the right to use any Intellectual Property; (iii) to the knowledge of the CompanySPSS, there no Person is no infringementchallenging, misappropriation or other violation of the Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate infringing on or otherwise violate violating any Intellectual Property Rights right of any other person or entity, (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging the Company SPSS or any of its Subsidiaries with infringement, misappropriation or other violation of respect to any Intellectual Property Rights adversely held owned by a third party which has been filed, and/or licensed to SPSS or its Subsidiaries; and (viiv) no proceedings have been instituted or are pending or, to the knowledge of the Company, threatened in writing, which challenge the rights of the Company or neither SPSS nor any of its Subsidiaries has received any written notice or otherwise has knowledge of any pending claim, order or proceeding with respect to use the any Intellectual Property Rights used by SPSS and its Subsidiaries and to its knowledge no Intellectual Property owned and/or licensed by or licensed to the Company SPSS or its SubsidiariesSubsidiaries is being used or enforced in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property. For purposes of this Agreement, "Intellectual Property" shall mean software, trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (vii) the Intellectual Property Rights owned by andincluding, to the knowledge of the Companywithout limitation, licenseddivisions, to the Company and its Subsidiariescontinuations, has not been adjudged invalid or unenforceable in whole or continuations in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rightsrenewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the Company is unaware use or disclosure thereof by any person; writings and other works, whether copyrightable or not, in any jurisdiction; and registrations or applications for registration of copyrights in any facts which are reasonably likely to form a basis for jurisdiction, and any such claimrenewals or extensions thereof, any similar intellectual property or proprietary rights.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in to have a Company Material Adverse Effect, (i) the Company Company, the FUMI Share Trust and its Subsidiaries own or possesstheir respective subsidiaries own, or can promptly acquire on reasonable termsare licensed to use, ownership, licenses or other legal rights to use all patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights (collectively, “Intellectual Property Rights”) used in and necessary for the conduct of the Company's, the FUMI Share Trust's or their respective businesses subsidiaries' busi- nesses as now they are currently conducted, (ii) to the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve knowledge of the Company, the FUMI Share Trust or their respective ownership subsidiaries the use of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for Company, the FUMI Share Trust and their respective businesses as now conductedsubsidiaries does not infringe on or other otherwise violate the rights of any third party, and is in accordance in all material respects with the applicable license pursuant to which the Company, the FUMI Share Trust or their respective subsidiaries acquired the right to use such Intellectual Property, (iii) to the knowledge of the Company, there the FUMI Share Trust or their respective subsidiaries no third party is no infringementchallenging, misappropriation infringing on or other violation of the Intellectual Property Rights owned by the Company or otherwise violating any of its Subsidiaries by any third party, (iv) to the knowledge right of the Company, the present businessFUMI Share Trust or their respective subsidiaries in the Intellectual Property, activities and products (iv) neither the Company, the FUMI Share Trust nor any of the Company and its Subsidiaries do not infringetheir respective subsidiaries has received any written notice of any pending claim, misappropriate order or otherwise violate proceeding with respect to any material Intellectual Property Rights of any other person or entity, (v) there is no proceeding pending or, to used in and necessary for the knowledge conduct of the Company's, threatened in writing, charging the Company FUMI Share Trust's or any of its Subsidiaries with infringementtheir respective subsidiaries' businesses as they are currently conducted, misappropriation and to the Company's, the FUMI Share Trust's or other violation their respective subsidiaries' knowledge, no Intellectual Property is being used or enforced by the Company in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of any Intellectual Property Rights adversely held by a third party which has been filed, (vi) no proceedings have been instituted or are pending or, to used in and necessary for the knowledge conduct of the Company's, threatened in writing, which challenge the rights of the Company FUMI Share Trust's or any of its Subsidiaries to use the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge of the Company, threatened in writing proceeding by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which their respective subsidiaries' businesses as they are reasonably likely to form a basis for any such claimcurrently conducted.

Intellectual Property. Except as described in the Registration Statement, Prospectus or Disclosure Package or as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the The Company and its Subsidiaries own subsidiaries own, possess or possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights have the right to use all patents, trademarks, service marks, tradenamestrade names, copyrightsdomain names and other source indicators, copyrights and copyrightable works, know-how (including trade secrets secrets, data and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), software, proprietary or confidential information and all other worldwide intellectual property and proprietary rights (including all registrations, and applications for registration of, and all goodwill associated with, the foregoing) (collectively, “Intellectual Property RightsProperty”) used in, or, to the knowledge of the Company, necessary for for, the conduct of their respective businesses as now conductedcurrently conducted and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) the Company believes it and its Subsidiaries have taken all commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned by the Company or any of its Subsidiaries that is necessary for their respective businesses as now conducted, (iii) to the knowledge of the Company, the Company’s and its subsidiaries’ conduct of their respective businesses as currently conducted has not infringed, misappropriated or otherwise violated any valid Intellectual Property of any person; (iii) other than in connection with proceedings with the relevant patent, trademark, or similar intellectual property offices in relevant jurisdictions (including the United States Patent and Trademark Office) in the ordinary course of prosecuting, maintaining, obtaining, or registering patent rights, trademark rights, copyrights, or other Intellectual Property of the Company or its Subsidiaries, there is no infringementclaim, misappropriation action, suit, investigation or other violation proceeding pending against, or to the knowledge of the Company, threatened against, the Company or its subsidiaries (A) based upon, or challenging or seeking to deny or restrict, any rights of the Company and its subsidiaries in any Intellectual Property Rights owned by or exclusively licensed by the Company or any of its Subsidiaries subsidiaries, (B) challenging the ownership, validity, enforceability or scope of any Intellectual Property owned or exclusively licensed by the Company or its subsidiaries, or (C) alleging that the Company or any third partyof its subsidiaries have infringed, misappropriated or otherwise violated any Intellectual Property of any person; (iv) to the knowledge of the Company, the present business, activities and products of Intellectual Property owned or exclusively licensed by the Company and its Subsidiaries do subsidiaries has not infringebeen infringed, misappropriate misappropriated or otherwise violate violated by any Intellectual Property Rights of any other person or entity, person; (v) there is no proceeding pending or, to the knowledge of the Company, threatened in writing, charging none of the Intellectual Property owned or exclusively licensed by the Company and its subsidiaries has been adjudged invalid or any of its Subsidiaries with infringement, misappropriation or other violation of any unenforceable and all such Intellectual Property Rights adversely held by a third party which has been filed, is valid and enforceable; and (vi) no proceedings the Company and its subsidiaries have been instituted or are pending or, taken reasonable steps in accordance with normal industry practice to maintain the knowledge confidentiality of the Company, threatened in writing, which challenge the rights all Intellectual Property of the Company or any and its subsidiaries the value of its Subsidiaries to use the Intellectual Property Rights owned by or licensed which to the Company or and its Subsidiariessubsidiaries is contingent upon maintaining the confidentiality thereof, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensedno such Intellectual Property has been disclosed other than to employees, to the Company representatives, partners, legal or financial advisors and its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and there is no pending or, to the knowledge agents of the Company, threatened in writing proceeding or other third parties, all of whom are bound by others challenging the validity written or scope other professional or ethical obligations of any such Intellectual Property Rights, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claimconfidentiality with respect thereto.