Common use of Intellectual Property Clause in Contracts

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company and each Company Subsidiary own or 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code).

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary own or have a of its Subsidiaries possess valid license and enforceable rights 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 markslogos, trade names, Internet domain names, softwarepatent rights, data copyrights, trade secrets, know-how, rights in computer software and other worldwide similar intellectual property rights (together with all goodwill associated with, any registrations of, or similar proprietary rights, including any and all registrations and applications for registration thereof and of any and all goodwill associated therewith (of the foregoing, collectively, “Intellectual Property Rights”), in each case, ) that are used in or reasonably necessary to the conduct operation of their businesses the Company and its Subsidiaries as currently conducted; (ii) the . All Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary of its Subsidiaries (the “Company Owned Intellectual Property RightsProperty”)) are valid and enforceable. To the knowledge of the Company, are solely and exclusively owned by no Person has infringed upon, misappropriated or otherwise violated any of the Owned Intellectual Property. The conduct of the business of the Company and its Subsidiaries has not infringed, misappropriated, or the Company Subsidiariesviolated, in each case free and clear of all liensdoes not infringe, defects misappropriate or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledgeviolate, the Intellectual Property Rights licensed of any other Person. The Company and its Subsidiaries have taken commercially reasonable steps to maintain the confidentiality of the material trade secrets owned (or purported to be owned) by the Company or any of its Subsidiaries. No material source code owned (or purported to be owned) by the Company Subsidiaryor any of its Subsidiaries has been disclosed or otherwise made available to any Person (excluding an escrow agent), are valid, subsisting and enforceable, and there is no pending orand, to the knowledge of the Company’s knowledge, threatened actionno circumstance or condition exists that (with or without notice or lapse of time, suitor both) would result in a requirement that any such source code be disclosed, proceeding licensed or claim by a made available to any third party (other than an escrow agent). Neither the Company nor any of its Subsidiaries has received any notice of any third-party allegations or claims that (A) challenging the validity, scope Company or enforceability any of any such its Subsidiaries or the conduct of their respective businesses infringe or conflict with asserted Intellectual Property Rights of others or (B) alleging that challenge the Company ownership or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights validity 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Property.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary own its subsidiaries own, have valid and enforceable license to, or otherwise have a valid license the right to use any and all patents, inventionspatent applications, copyrights, know how trademarks (including trade secrets both registered and other unpatented and/or unpatentable proprietary or confidential information, processes or proceduresunregistered), trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names, software, data names and other worldwide source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other intellectual property or similar and proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property RightsProperty”), in each case, used in ) which are necessary for or reasonably necessary material to the conduct of their respective businesses, or which are described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus as being owned or licensed by them (collectively, “Company Intellectual Property”). To the knowledge of the Company and its subsidiaries, (i) the Company’s and its subsidiaries’ conduct of their respective businesses as currently conducteddoes not infringe, misappropriate or otherwise violate any Intellectual Property of any third party; and (ii) the Company Intellectual Property Rights owned is not being infringed, misappropriated or purported to be owned otherwise violated by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there third party. There is no pending or, to the Company’s knowledgeknowledge of the Company or its subsidiaries, threatened action, suit, proceeding or claim by a third party others: (A) challenging the validityCompany’s or its subsidiaries rights in or to any Company Intellectual Property, scope or enforceability and the Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such Intellectual Property Rights action, suit, proceeding or claim; (B) alleging challenging the validity, enforceability or scope of any Company Intellectual Property, and the Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting 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 its subsidiaries infringes or otherwise violates, or has infringedwould, misappropriated upon the commercialization of any product or otherwise violatedservice described in the Registration Statement, the Pricing Disclosure Package or the Prospectus as under development, infringe or violate, any Intellectual Property Rights; (vii) all employees of third parties, and the Company and its subsidiaries have not received any notice of, and is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or contractors engaged in claim. To the development knowledge of the Company and its subsidiaries, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property Rights on behalf of has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the knowledge of the Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their rightand its subsidiaries, title and interest in and to such Intellectual Property Rights to no technology employed by the Company or a its subsidiaries has been obtained or is being used by the Company Subsidiaryor its subsidiaries in violation of any contractual or legal obligation binding on the Company, and its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the Company’s breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party. The product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no such agreement has been breached patent or violatedpublished patent application in the U.S. or other jurisdiction that contains claims that interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art of which the Company is aware that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (viiiD) the Company duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Subsidiaries useIntellectual Property have been complied with, and in all foreign offices having similar requirements, such requirements have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)been complied with.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) To the Company’s knowledge, the Company and each Company Subsidiary own owns or have possesses or has the right to use pursuant to a valid license to use any and enforceable written license, sublicense, agreement, or permission 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to for the conduct operation of their businesses the business of the Company as currently presently conducted; . (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to To the Company’s knowledge, the Intellectual Property Rights licensed to does not interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any Intellectual Property rights of third parties, and the Company has no knowledge that facts exist which indicate a likelihood of the foregoing. The Company has not received any charge, complaint, claim, demand, or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of notice alleging any such Intellectual Property Rights interference, infringement, misappropriation, or conflict (B) alleging including any claim that the Company must license or any Company Subsidiary has infringed, misappropriated or violated refrain from using any Intellectual Property Rights rights of any third party; (iv) neither ). To the Company nor knowledge of the Company, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with, any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; rights of the Company. (viii) With respect to each Licensed Intellectual Property Agreement: (A) The Licensed Intellectual Property Agreement is legal, valid, binding, enforceable, and in full force and effect; (B) To the Company’s knowledge, no third party to the Licensed Intellectual Property Agreement is infringingin breach or default, misappropriating and no event has occurred that with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder, which as to any such breach, default or event could have a Material Adverse Effect on the Company; (C) No party to such Licensed Intellectual Property Agreement has repudiated any provision thereof; (D) Except as set forth in such Licensed Intellectual Property Agreement, the Company has not received written or verbal notice or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned knowledge that the underlying item of Intellectual Property Rightsis subject to any outstanding injunction, judgment, order, decree, ruling, or charge; and (E) Except as set forth on Schedule 3.1(p)(iii), the Company has not granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission. (iv) The Company has complied with and is presently in compliance with all foreign, federal, state, local, governmental (including, but not limited to, the Federal Trade Commission and State Attorneys General), administrative, or regulatory laws, regulations, guidelines, and rules applicable to any personal identifiable information. (v) Each Person who participated in the creation, conception, invention or development of the Intellectual Property currently used in the business of the Company (each, a “Developer”) which is not licensed from third parties has executed one or more agreements containing industry standard confidentiality, work for hire and assignment provisions, whereby the Developer has assigned to the Company all copyrights, patent rights, Intellectual Property rights and other rights in the Intellectual Property, including all rights in the Intellectual Property that existed prior to the assignment of rights by such Person to the Company. (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or Each Developer 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 signed a perpetual non-disclosure 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 with the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code).

Intellectual Property. (a) Except to the extent it as would not reasonably be reasonably expected to have have, individually or in the aggregate, a Company Material Adverse Effect: , (i) the Company or one of its Subsidiaries is the owner of the Owned Intellectual Property Rights and each Company Subsidiary own holds all right, title and interest in and to all Owned Intellectual Property Rights and the Company’s or have a valid license to use any and its applicable Subsidiary’s rights under 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Licensed Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, any Lien (other than non-exclusive licenses granted in the ordinary course of business, any Permitted Lien) and (iiiii) the Company Owned and its Subsidiaries own or have a valid and enforceable license to use all Intellectual Property Rights andnecessary to, to the Company’s knowledgeor used or held for use in, the Intellectual Property Rights licensed to conduct of the business of the Company and its Subsidiaries as currently conducted. (b) Except as would not reasonably be expected to have, individually or any in the aggregate, a Company SubsidiaryMaterial Adverse Effect, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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; (ivi) neither the Company nor any of its Subsidiaries has infringed, induced or contributed to the infringement of, misappropriated or otherwise violated any Intellectual Property Right of any Person and (ii) there is no claim, action, suit, investigation or proceeding pending against, or, to the knowledge of the Company, threatened against, the Company Subsidiary has received or any written notice alleging of its Subsidiaries or any infringementof their respective present or former officers, misappropriation directors or other violation employees (A) based upon, or challenging or seeking to deny or restrict, the rights of the Company or any of its Subsidiaries in any of the Owned Intellectual Property Rights or Licensed Intellectual Property Rights; , (vB) alleging that any Owned Intellectual Property Right or Licensed Intellectual Property Right is invalid or unenforceable, or (C) alleging that the use of any of the Owned Intellectual Property Rights or Licensed Intellectual Property Rights or any services provided, processes used or products manufactured, used, imported or sold by the Company or any of its Subsidiaries do or may conflict with, misappropriate, infringe or otherwise violate any Intellectual Property Right of any Person. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and its Subsidiaries have taken all actions reasonably necessary to maintain and protect the Owned Intellectual Property Rights and the Company’s and its applicable Subsidiary’s interest in any Licensed Intellectual Property Rights, including all Intellectual Property Rights of the Company the value of which to the Company is contingent upon maintaining the confidentiality thereof, (ii) none of the material Owned Intellectual Property Rights have been adjudged invalid or unenforceable in whole or part, and to the knowledge of the Company, all issued or registered Owned Intellectual Property Rights are valid and enforceable in all material respects, and (iii) to the knowledge of the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or Person has infringed, misappropriated or otherwise violated, violated any Company Owned Intellectual Property Rights; Right. (vid) neither Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the IT Assets operate and perform in a manner that permits the Company nor and each of its Subsidiaries to conduct its business as currently conducted, and (ii) the Company and its Subsidiaries have taken commercially reasonable actions, consistent with current industry standards, to protect the confidentiality, integrity and security of the IT Assets (and all information and transactions stored or contained therein or transmitted thereby) against any Company Subsidiary infringesunauthorized use, misappropriates access, interruption, modification or otherwise violatescorruption, and to the knowledge of the Company, no Person has gained unauthorized access to the IT Assets (or has infringedthe information and transactions stored or contained therein or transmitted thereby). (e) Except as would not reasonably be expected to have, misappropriated individually or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development aggregate, a Company Material Adverse Effect, (i) the Company and its Subsidiaries have at all times complied with all Applicable Laws relating to privacy, data protection and the collection and use of Intellectual Property Rights on behalf personal information and user information gathered or accessed in the course of its operations, and (ii) no claims have been asserted or threatened against 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, its Subsidiaries (and to the knowledge of the Company’s knowledge , no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended claims are likely to be maintained as asserted or threatened) by any Person alleging a trade secret (including proprietary confidential software source code)violation of such Person’s privacy, personal or confidentiality rights under any such Applicable Laws.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company and each Company Subsidiary own or 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 Subject to the conduct Liens of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights andoutstanding secured senior debt, to the Company’s knowledge, the Company owns or possesses or has the right to use pursuant to a valid and enforceable written license, sublicense, agreement, or permission all Intellectual Property Rights licensed to necessary for the operation of the business of the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to as presently conducted. (ii) To the Company’s knowledge, threatened actionthe Intellectual Property does not interfere with, suitinfringe upon, proceeding misappropriate, or claim by otherwise come into conflict with, any Intellectual Property rights of third parties, and the Company has no knowledge that facts exist which indicate a third party (A) challenging likelihood of the validityforegoing. The Company has not received any charge, scope complaint, claim, demand, or enforceability of notice alleging any such Intellectual Property Rights interference, infringement, misappropriation, or conflict (B) alleging including any claim that the Company must license or any Company Subsidiary has infringed, misappropriated or violated refrain from using any Intellectual Property Rights rights of any third party; (iv) neither ). To the Company nor knowledge of the Company, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with, any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; rights of the Company. (viii) With respect to each Licensed Intellectual Property Agreement: (A) The Licensed Intellectual Property Agreement is legal, valid, binding, enforceable, and in full force and effect; (B) To the Company’s knowledge, no third party to the Licensed Intellectual Property Agreement is infringingin breach or default, misappropriating and no event has occurred that with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder, which as to any such breach, default or event could have a Material Adverse Effect on the Company; (C) No party to such Licensed Intellectual Property Agreement has repudiated any provision thereof; (D) Except as set forth in such Licensed Intellectual Property Agreement, the Company has not received written or verbal notice or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned knowledge that the underlying item of Intellectual Property Rightsis subject to any outstanding injunction, judgment, order, decree, ruling, or charge; and (E) Except as set forth on Schedule 3.1(p)(iii), the Company has not granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission. (iv) The Company has complied with and is presently in compliance with all foreign, federal, state, local, governmental (including, but not limited to, the Federal Trade Commission and State Attorneys General), administrative, or regulatory laws, regulations, guidelines, and rules applicable to any personal identifiable information. (v) Each Person who participated in the creation, conception, invention or development of the Intellectual Property currently used in the business of the Company (each, a “Developer”) which is not licensed from third parties has executed one or more agreements containing industry standard confidentiality, work for hire and assignment provisions, whereby the Developer has assigned to the Company all copyrights, patent rights, Intellectual Property rights and other rights in the Intellectual Property, including all rights in the Intellectual Property that existed prior to the assignment of rights by such Person to the Company. (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or Each Developer 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 signed a perpetual non-disclosure 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 with the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code).

Intellectual Property. Except to the extent it as would not reasonably be reasonably expected to have a Material Adverse Effect: (i) Effect or as otherwise expressly disclosed in the Registration Statement and the Prospectus, the Company and each Company Subsidiary its subsidiaries own or have a obtained valid license and enforceable licenses for, or otherwise have the right to use any and use, all patents, patent applications, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), trademarkstrademark registrations and applications for registration, service marks, trade names, domain names, software, data and other worldwide similar intellectual property or similar proprietary rights, whether or not registered (including any and all registrations and applications for registration thereof and any and all goodwill associated therewith with the foregoing, as applicable) (collectively, “Intellectual Property Rights”), in each case, used in or reasonably ) necessary and material to the conduct of their businesses the business now conducted by them. To the Company’s knowledge the conduct of the business of the Company and its subsidiaries has not conflicted with, infringed, misappropriated or otherwise violated any Intellectual Property Rights of any third party. Except as currently conductedexpressly disclosed in the Registration Statement and in the Prospectus and except as would not, if determined adversely to the Company and its subsidiaries, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there are no claims asserted in writing by third parties to ownership of any of the Intellectual Property Rights owned by the Company or any of its subsidiaries; (ii) to the Company’s knowledge, all issued patents contained within the Intellectual Property Rights owned or purported to be owned licensed by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”)of its subsidiaries are valid and enforceable, are solely and exclusively owned or licensed by the Company or its subsidiaries and, to the Company Subsidiariesextent owned, in each case are owned free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, liens and encumbrances; (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, without any duty to conduct a special search, there is no material infringement, misappropriation, breach, default or other violation by any third party of any of the Intellectual Property Rights owned by or licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and of its subsidiaries; (iv) there is no pending or, to the Company’s knowledge, without any duty to conduct a special search, threatened action, suit, proceeding or claim by a third party (A) others challenging the validity, scope or enforceability rights of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated of its subsidiaries in or violated any to the Intellectual Property Rights of any third party; (iv) neither owned by or licensed to the Company nor or any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rightsits subsidiaries; (v) there is no pending or, to the Company’s knowledge, no third party is infringingwithout any duty to conduct a special search, misappropriating threatened action, suit, proceeding or otherwise violating claim by others challenging the validity, enforceability or has infringed, misappropriated or otherwise violated, scope of any Company Owned such Intellectual Property Rights; (vi) neither there is no pending or, to the Company’s knowledge, without any duty to conduct a special search, threatened action, suit, proceeding or claim by others that the Company nor or any Company Subsidiary of its subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, violates any Intellectual Property RightsRights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vii) all employees or contractors engaged in none of the development of Intellectual Property Rights on behalf of used by the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees of its subsidiaries in their respective businesses has been obtained or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to is being used by the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) any of its subsidiaries in violation of any contractual obligation binding on the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality or any of all information intended to be maintained as a trade secret (including proprietary confidential software source code)its subsidiaries.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary its Subsidiaries own or have a obtained valid license to use any and enforceable licenses for or can acquire on reasonable terms all material patents, patent applications, copyrights, statutory invention rights, invention disclosures, design rights, inventions, copyrightsrights in technology and software, know data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), Internet domain names, trademarks, service marks, business names, trade names, domain namestrade dress and any applications (including provisional applications), softwareregistrations, data or renewals for any of the foregoing, and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith therein necessary to carry on the business now operated by them, which are described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned by or licensed to the Company or its subsidiaries (collectively, the “Intellectual Property RightsProperty”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to . To the Company’s knowledge, the Intellectual Property Rights licensed there are no rights of third parties to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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 except for customary reversionary 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 third-party licensors with respect to Intellectual Property Rights; (v) to Property. To the Company’s knowledge, no third party has infringed, misappropriated, diluted or otherwise violated any Intellectual Property. To the Company’s knowledge and except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is infringing, misappropriating misappropriating, diluting or otherwise violating violating, or has infringed, misappropriated misappropriated, diluted or otherwise violated, any intellectual property rights of third parties. Each of the Company Owned and its subsidiaries is the sole owner of the Intellectual Property Rights; (vi) owned by it and has the valid and enforceable right to use such Intellectual Property without the obligation to obtain consent to sublicense and without a duty of accounting to co-owner, as applicable. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any Company Subsidiary infringesof its subsidiaries is obligated to pay a material royalty, misappropriates grant a license or otherwise violatesoption, or has infringed, misappropriated or otherwise violated, provide other material consideration to any third party in connection with any Intellectual Property Rights; (vii) all employees or Property. All employees, consultants, agents and contractors engaged in the development of the Intellectual Property Rights on behalf of the Company or any Company Subsidiary of its subsidiaries have executed an appropriate invention assignment agreement agreements whereby such employees or employees, consultants, agents and contractors have presently assign assigned all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiarythe relevant subsidiary, as applicable, and to the Company’s knowledge knowledge, no such agreement has been breached or violated; and (viii) . To the Company’s knowledge, no employee of the Company or any of its subsidiaries is in 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 Company or such subsidiary. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no pending or, to the Company’s knowledge, threatened or notices of action, suit, proceeding or claim by others: (A) challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company Subsidiaries useis unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes, misappropriates, dilutes or otherwise violates, or would, upon the manufacturing or commercialization or marketing of any product or service described in the Registration Statement, the General Disclosure Package and the Prospectus as under development, infringe, misappropriate, dilute or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and each of its subsidiaries have usedcomplied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such subsidiary, commercially reasonable efforts to appropriately maintain and all such agreements are in full force and effect. Except as described in the confidentiality Registration Statement, the General Disclosure Package and the Prospectus, no government funding, facilities or resources of all information intended a university, college, other educational institution or research center was used in the development of any Intellectual Property that is owned or purported to be maintained as a trade secret (including proprietary confidential software source code)owned by the Company or any of its subsidiaries that would confer any governmental agency or body, university, college, other educational institution or research center any claim or right of ownership to any such Intellectual Property.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) To the Company’s knowledge, the Company and each Company Subsidiary own owns or have possesses or has the right to use pursuant to a valid license to use any and enforceable written license, sublicense, agreement, or permission 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to for the conduct operation of their businesses the business of the Company as currently presently conducted; . (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to To the Company’s knowledge, the Intellectual Property Rights licensed to does not interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any Intellectual Property rights of third parties, and the Company has no knowledge that facts exist which indicate a likelihood of the foregoing. The Company has not received any charge, complaint, claim, demand, or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of notice alleging any such Intellectual Property Rights interference, infringement, misappropriation, or conflict (B) alleging including any claim that the Company must license or any Company Subsidiary has infringed, misappropriated or violated refrain from using any Intellectual Property Rights rights of any third party; (iv) neither ). To the Company nor knowledge of the Company, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with, any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; rights of the Company. (viii) With respect to each Licensed Intellectual Property Agreement: (A) The Licensed Intellectual Property Agreement is legal, valid, binding, enforceable, and in full force and effect; (B) To the Company’s knowledge, no third party to the Licensed Intellectual Property Agreement is infringingin breach or default, misappropriating and no event has occurred that with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder, which as to any such breach, default or event could have a Material Adverse Effect on the Company; (C) No party to such Licensed Intellectual Property Agreement has repudiated any provision thereof; (D) Except as set forth in such Licensed Intellectual Property Agreement, the Company has not received written or verbal notice or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned knowledge that the underlying item of Intellectual Property Rightsis subject to any outstanding injunction, judgment, order, decree, ruling, or charge; and (E) Except as set forth on Schedule 3.16, the Company has not granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission. (iv) The Company has complied with and is presently in compliance with all foreign, federal, state, local, governmental (including, but not limited to, the Federal Trade Commission and State Attorneys General), administrative, or regulatory laws, regulations, guidelines, and rules applicable to any personal identifiable information. (v) Each Person who participated in the creation, conception, invention or development of the Intellectual Property currently used in the business of the Company (each, a “Developer”) which is not licensed from third parties has executed one or more agreements containing industry standard confidentiality, work for hire and assignment provisions, whereby the Developer has assigned to the Company all copyrights, patent rights, Intellectual Property rights and other rights in the Intellectual Property, including all rights in the Intellectual Property that existed prior to the assignment of rights by such Person to the Company. (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or Each Developer 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 signed a perpetual non-disclosure 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 with the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code).

Intellectual Property. Except to as set forth in the extent it would not be reasonably expected to have a Material Adverse Effect: (i) SEC Reports, the Company and each Company Subsidiary own of its Subsidiaries owns or have a valid license has adequate rights to use any and all trademarks, trade names, domain names, patents, inventionspatent rights, mask works, copyrights, know technology, know-how (including trade secrets and other unpatented and/or or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, trade names, domain names, software, data dress rights and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and for any and all goodwill associated therewith of the foregoing that are, in each case, material to the Company (collectively, “Intellectual Property RightsProperty”)) and has such other rights, licenses, approvals and governmental authorizations, in each case, used in or reasonably necessary sufficient to the conduct of their businesses its business as currently conducted; (ii) the Intellectual Property Rights owned or purported now conducted and as now proposed to be owned by the Company conducted in all material respects without any known violation or conflict with any Company Subsidiary (the “Company Owned third party Intellectual Property Rights”)Property, are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s and its Subsidiaries’ knowledge, the there are no rights of third parties to any such Intellectual Property Rights owned by the Company and its Subsidiaries and none of the foregoing Intellectual Property rights owned or, licensed to by the Company or any of its Subsidiaries is invalid or unenforceable, (ii) the Company Subsidiary, are valid, subsisting and enforceablehas no knowledge of any infringement by it or any of its Subsidiaries of Intellectual Property rights of others, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any Intellectual Property rights of others, where such infringement or violation would have a third Material Adverse Effect, (iii) the Company is not aware of any material infringement, misappropriation or violation by others of, or conflict by others with rights of the Company or any of its Subsidiaries with respect to, any Intellectual Property, (iv) there is no suit, proceeding or claim being made against the Company or any of its Subsidiaries or, to the knowledge of the Company and its Subsidiaries, any employee of the Company or any of its Subsidiaries, regarding Intellectual Property, challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property or alleging other infringement that would have a Material Adverse Effect and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, (v) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application that contains claims for which an “interference proceeding” (Aas defined in 35 U.S.C. § 135) has been commenced against any material patent or patent application described in the Prospectus as being owned by or licensed to the Company and (vi) the Company and its Subsidiaries have not received any notice of infringement with respect to any patent or any notice challenging the validity, scope or enforceability of any such Intellectual Property Rights owned by or (B) alleging that licensed to the Company or any Company Subsidiary has infringedof its Subsidiaries, misappropriated in each case the loss of which patent or violated any Intellectual Property Rights (or loss of any third party; (ivrights thereto) neither the would have a Material Adverse Effect. The Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) and its Subsidiaries have taken all reasonable steps necessary 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 secure their interests 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 Subsidiaryfrom their employees and contractors (including, but not limited to, assignments of such Intellectual Property from such employees and contractors) and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain protect the confidentiality of all of their confidential information intended and trade secrets and that of third parties in their possession to be maintained as a trade secret (including proprietary confidential software source code)the extent contractually required to do so.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company the Subsidiary own or have a valid license possess or can acquire on reasonable terms the right to use any and all patents, inventions, trademarks, trade names, service marks, logos, trade dress, designs, data, database rights, Internet domain names, rights of privacy, rights of publicity, copyrights, know works of authorship, license rights, trade secrets, know-how and proprietary information (including trade secrets unpatented and other unpatented and/or unpatentable proprietary or confidential information, processes inventions, systems or procedures), trademarks, service marks, trade names, domain names, software, data ) and other worldwide industrial property and intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith rights (collectively, “Intellectual Property RightsProperty”), in each case, used in or reasonably ) necessary to the conduct of their businesses business as presently conducted and currently conducted; (ii) the Intellectual Property Rights owned or purported contemplated to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted conducted in the ordinary course of businessfuture, (iii) except as would not, individually or in the Company Owned Intellectual Property Rights andaggregate, to have a Material Adverse Effect. To the Company’s knowledge, neither the Company nor the Subsidiary, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of the Company or the Subsidiary have received any communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. Neither the Company nor the Subsidiary has received any communication or notice which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect alleging that by conducting their business as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property Rights of any other person or entity. The WhiteHorse Entities know of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company or any the Subsidiary that would, individually or in the aggregate, have a Material Adverse Effect. The Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, the Subsidiary have taken all reasonable steps necessary to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any secure their interests in such Intellectual Property Rights or from their employees (Bif any) 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 and 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain protect the confidentiality of all of their confidential information intended to be maintained as a and trade secret (including proprietary confidential software source code)secrets.

Intellectual Property. Except The Group owns, or has obtained valid, binding and enforceable licenses for the right to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company and each Company Subsidiary own or have a valid license to use any and all use, patents, patent applications, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, trade names, domain names, software, data and names or other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (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 Rightsis described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Company Intellectual Property”), except where failure to own, license or have such rights would not, individually or in each casethe aggregate, used have a Material Adverse Effect; and to the knowledge of the Company, the patents, trademarks, and copyrights, if any, included within the Company Intellectual Property are valid, enforceable, and subsisting. Other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Group is not obligated to pay a material royalty, grant a license, or 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 of others with respect to any of the Group’s product candidates or processes or the Company Intellectual Property, (C) to the knowledge of the Group, neither the manufacture nor the sale or use of any of the product candidates or processes of the Group referred to in the Registration Statement, the General Disclosure Package or the Prospectus do or will infringe, misappropriate or violate any existing, non-patent Intellectual Property right or any existing valid, granted patent claim of any third party, (D) to the knowledge of the Group, no third party has any ownership rights in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the any Intellectual Property Rights owned or purported to be that is owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights Group and, to the Company’s knowledgeknowledge of the Group, the no third party has any ownership right in or to any Intellectual Property Rights that is exclusively licensed to the Company or Group in any Company Subsidiaryfield of use other than any licensor to the Group of such Intellectual Property, are valid, subsisting and enforceable, and (E) there is no pending or, to the Company’s knowledgeknowledge of the Group, threatened action, suit, proceeding or claim by a third party (A) others challenging the validity, scope Group’s rights in or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or to any Company Subsidiary has infringedIntellectual Property, 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; (vF) to the CompanyGroup’s knowledge, no third party employee of the Group is infringing, misappropriating or otherwise violating or has infringedbeen in violation of any term of any employment contract, misappropriated patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or otherwise violatedany restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Group, any Company Owned and (G) to the knowledge of the Group, the Group has complied with the terms of each agreement pursuant to which Intellectual Property Rights; (vi) neither has been licensed to the Company nor any Company Subsidiary infringesGroup, misappropriates except where failure to comply would not, individually 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 aggregate, have a Material Adverse Effect, and, to the knowledge of the Company or any Company Subsidiary have executed an invention assignment agreement whereby Group, all such employees or contractors presently assign all of their right, title agreements are in full force and interest in and to such Intellectual Property Rights effect. The statements relating to the Company or a Company SubsidiaryGroup’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 Prospectus did not and do not contain any untrue statement of a material fact or omit to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended state a material fact required to be maintained as a trade secret (including proprietary confidential software source code)stated therein or necessary to make the intellectual property statements, in light of the circumstance under which they were made, not misleading.

Intellectual Property. Except where the failure to do so would not have a Material Adverse Effect, each Company Party and each Subsidiary of the Company Parties have, or have rights to use, all Intellectual Property Rights they purport to have or have rights to use, which, in the aggregate for all such Company Party and such Subsidiary, constitute all Intellectual Property Rights necessary or required for use in connection with the businesses of the Company Parties and their Subsidiary as presently conducted. No Company Party and no Subsidiary of any Company Party 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 from the date of this Agreement, and, to the extent it knowledge of each Company Party and its Subsidiaries, no event has occurred that permits, or would permit after notice or passage of time or both, the revocation, suspension or termination of such rights. No Company Party and no Subsidiary of any Company Party has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim, nor has such a claim been threatened or could reasonably be expected to be made, and no Company Party and no Subsidiary of any Company Party otherwise has any knowledge that any slogan or other advertising device, product, process, method, substance or other Intellectual Property or goods or services bearing or using any Intellectual Property Right presently contemplated to be sold by or employed by Intellectual Property Right of any Company Party or any Subsidiary of any Company Party violate or infringe upon the rights of any Person, except as could not reasonably be reasonably expected to have a Material Adverse Effect: (i) . To the Company and knowledge of each Company Subsidiary own or have a valid license to use any Party and its Subsidiaries, 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the such Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, enforceable and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim existing infringement by a third party (A) challenging the validity, scope or enforceability another Person of any such of the Intellectual Property Rights Rights. Each Company Party and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or (B) alleging that in the aggregate, reasonably be expected to have a Material Adverse Effect. No Company or Party and no Subsidiary of any Company Subsidiary Party has infringed, misappropriated or violated any Intellectual Property Rights of Right registered, or subject to pending applications, in the United States Patent and Trademark Office or any third party; (iv) neither similar office or agency in 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 violatedUnited States, any Company Owned Intellectual Property Rights; (vi) neither State thereof, any political subdivision thereof or in any other country, other than those set forth on the Company nor any Company Subsidiary infringes, misappropriates or otherwise violatesDisclosure Certificate, or has infringed, misappropriated granted any licenses with respect thereto other than as set forth on the Disclosure Certificate. The Disclosure Certificate also sets forth all Contractual Obligations or otherwise violated, other arrangements of any Company Party or any Subsidiary of any Company Party as in effect on the date hereof pursuant to which such Company Party or such Subsidiary has a license or other right to use any Intellectual Property Rights; (vii) all employees or contractors engaged in owned by another Person and the development of Intellectual Property Rights on behalf dates of the expiration of such Contractual Obligations or other arrangements (collectively, together with such Contractual Obligations or other arrangements as may be entered into by any Company Party or any Subsidiary of any Company Party after the date hereof, the “License Agreements”). All material License Agreements and related rights are in full force and effect, no default or event of default exists with respect thereto in respect of the obligations of licensor or with respect to any royalty or other payment obligations of any Company Party or any Subsidiary have executed an invention assignment agreement whereby of any Company Party or any obligation of any Company Party or any Subsidiary of any Company Party with respect to manufacturing standards, quality control or specifications and each such employees Company Party or contractors presently assign such Subsidiary is in compliance with the terms thereof in all material respects and no owner, licensor or other party thereto has sent any notice of their right, title and interest in and termination or its intention to terminate such Intellectual Property Rights to the Company license 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)rights.

Intellectual Property. (a) Except to as set forth on Schedule 3.12, the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company and each Company Subsidiary own or have a valid license Group Companies own, are licensed to use any and all patents, inventions, copyrights, know how or otherwise have the right to use (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of any Liens) all liensIntellectual Property required for the operation of the business of the Group Companies (collectively, defects the “Company Intellectual Property”). Schedule 3.12 sets forth all Intellectual Property owned by the Group Companies that is registered, issued or similar encumbrances or other restrictionsthe subject of a pending application for registration (collectively, other than non-exclusive licenses granted in the ordinary course “Company Owned Intellectual Property”). None of business, (iii) the Company Owned Intellectual Property Rights and, to has been adjudged invalid or unenforceable and the Company’s knowledge, the Company Owned Intellectual Property Rights is valid and enforceable, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws. (b) Schedule 3.12 sets forth all agreements (other than with respect to off-the-shelf software pursuant to “shrink wrap” or “click wrap” license agreements) pursuant to which Company Intellectual Property is licensed to the Group Companies by a third party or pursuant to which any Group Company or any has granted to a third party the right to use Company SubsidiaryOwned Intellectual Property (collectively, are valid, subsisting the “Company IP Licenses”). Each Company IP License is valid and enforceable, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and there is no pending none of the Group Companies or, to the Company’s knowledge, any other party to any Company IP License is in breach thereof or default thereunder. (c) There are no claims pending or threatened actionin writing against any Group Company (i) against the use by such Group Company of any copyrights, suitpatents, proceeding trademarks, trade names, service marks, trade secrets, technology, know-how or claim by a third party computer software programs and applications used in the business of the Group Companies as currently conducted, (Aii) challenging the validityownership, scope validity or enforceability effectiveness of any such Intellectual Property Rights or (B) alleging that of 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 violatesProperty, or has infringed, misappropriated (iii) challenging the license or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf legally enforceable right to use of the Company IP Licenses. The conduct of the business of the Group Companies as currently conducted does not infringe or otherwise violate the U.S. Intellectual Property rights of any Person. With respect to Intellectual Property used by, owned by or licensed to any Group Company, the Group Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their owns the entire right, title and interest in and to such the Company Owned Intellectual Property Rights purported to be owned by the Group Company and has the right to use the other Intellectual Property in the continued operation of its business as currently conducted. To the knowledge of the Company, no third party is infringing or otherwise violating 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Owned Intellectual Property rights.

Intellectual Property. (a) Except to as would not, individually or in the extent it would not aggregate, reasonably be reasonably expected to have a Material Adverse Effect: : (i) the Company it and each Company Subsidiary its Subsidiaries own or have a valid license enforceable rights or licenses 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “the Intellectual Property Rights”)used in, in each caseand necessary for, used in their business as currently conducted. Its and its Subsidiaries’ conduct of their business as currently conducted does not infringe upon, misappropriate or reasonably necessary otherwise violate the Intellectual Property rights of any third party, and no claim has been asserted or, to its Knowledge, threatened against it or any of its Subsidiaries that the conduct of their businesses its and its Subsidiaries’ business as currently conducted; conducted infringes upon, misappropriates or otherwise violates the Intellectual Property rights of any third party; (ii) none of its present or former employees, officers, or directors, or agents, outside contractors or any other third party holds any right, title or interest, directly or indirectly, in whole or in part, in or to any Owned Intellectual Property; (iii) none of the Intellectual Property Rights owned or purported to be owned by the Company it or any Company Subsidiary of its Subsidiaries (the “Company Owned Intellectual Property”) has been adjudged invalid or unenforceable in whole or in part and, to its Knowledge, the Owned Intellectual Property Rights”)is valid and enforceable. To its Knowledge, are solely and exclusively owned by no Person is engaging in any activity that infringes upon the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights andProperty; (iv) to its Knowledge, to the Company’s knowledge, the each agreement under which Intellectual Property Rights is licensed to the Company it or any Company Subsidiary, are valid, subsisting of its Subsidiaries is valid and enforceable, is binding on all parties to such license, and there is in full force and effect, and no pending or, to the Company’s knowledge, threatened action, suit, proceeding party thereto is in breach thereof or claim by a third party (A) challenging the validity, scope or 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; default thereunder; (v) it and its Subsidiaries have taken commercially reasonable measures to protect the Company’s knowledge, no third party is infringing, misappropriating confidential nature of the trade secrets and confidential information that they own or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; use; (vi) neither to its Knowledge, the Company nor software it or any Company Subsidiary infringesof its Subsidiaries owns or licenses for use does not contain any disabling mechanism or protection feature designed to prevent its use, misappropriates including any computer virus, worm, software lock, drop-dead device, Trojan-horse routine, trap door, back door (including capabilities that permit non-administrative users to gain unrestricted access or administrative rights to software or that otherwise violatesbypasses security or audit controls), time bomb or has infringedmalware or any other codes or instructions that may be used to access, misappropriated modify, replicate, distort, delete, damage or otherwise violateddisable software or data, any Intellectual Property Rightsother software operating systems, computers or equipment with which the software interacts; and (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 rightpast 12 months, 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 there has been breached no failure or violated; malfunction of any IT Systems which has caused any material disruption to its business or that of its Subsidiaries. It and its Subsidiaries have implemented reasonable backup, security and disaster recovery technology and procedures. (viiib) the Company To its Knowledge, it and its Subsidiaries are compliant in all material respects with their respective privacy policies and contractual commitments to their respective customers and employees, concerning data protection and the Company privacy and security of Personal Data of such customers and employees, including any applicable Data Protection Laws. Since January 1, 2012, to its Knowledge, it and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)not experienced any Information Security Breach.

Intellectual Property. (i) Except to as set forth in the extent it SEC Reports, Parent and its Subsidiaries (excluding the Company and its Subsidiaries) exclusively own the KFC, PIZZA HUT and TACO ▇▇▇▇ Trademarks; the Company or its Subsidiaries exclusively owns the EAST DAWNING, LITTLE SHEEP and ATTO PRIMO Trademarks; and (ii) except as set forth in the SEC Reports or the Company Financial Statements and except as has not had and would not reasonably be reasonably expected to have a Material Adverse Effect: Effect on the Company, (iA) Parent, Company or a Subsidiary exclusively owns all other material proprietary Intellectual Property used in the conduct of the China Division as currently conducted, in each case in China, free and clear of any Encumbrances; (B) the Company and each Company Subsidiary or its Subsidiaries own or have a valid license are licensed to use any and use, 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses the China Division as currently conducted; (iiC) the all registered Intellectual Property Rights that is owned by Parent, the Company or purported the Subsidiaries and used in the China Division as currently conducted is subsisting and unexpired, and to be owned the Knowledge of the Company, valid and enforceable; and the use of such Intellectual Property by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”)its Subsidiaries does not infringe upon, are solely and exclusively owned by the Company misappropriate or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, otherwise violate the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability rights 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 partyPerson; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (vD) to the Knowledge of the Company’s knowledge, no third party Person 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 right 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 its Subsidiaries with respect to such any Intellectual Property Rights owned by and/or exclusively licensed to the Company or a Company Subsidiaryany of its Subsidiaries; (E) there is no claim or proceeding pending or, and to the Knowledge of the Company’s knowledge , threatened (including cease-and-desist letters or invitations to take patent license) against the Company or any of its Subsidiaries challenging their respective use of Intellectual Property; (F) no Intellectual Property owned by the Company or any of its Subsidiaries is being used by or enforced by the Company or any of its Subsidiaries in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of such agreement has been breached or violatedIntellectual Property; and (viiiG) the Company and the Company or its Subsidiaries use, and have used, use commercially reasonable efforts to appropriately protect and maintain the confidentiality security, operation and integrity of all information intended material systems and Computer Software (and all data stored therein or processed thereby) used in the conduct of the China Division as currently conducted and there have been no material breaches, outages, violations or unauthorized access to be maintained as a trade secret (including proprietary confidential software source code)the same.

Intellectual Property. Except as set forth in Section 4.01(n) of the Echo Disclosure Schedules and for rights and licenses contemplated to be provided to the extent it Company pursuant to the Intellectual Property Licensing Agreement and Transition Services Agreements and as would not reasonably be reasonably expected to have a Material Adverse Effect: be, individually or in the aggregate, material to the Echo Business, (i) the Company Echo Holdco and each Company Subsidiary own of its Subsidiaries owns, or have has a valid and enforceable license to use any and use, 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned necessary to, or purported to be owned by used or held for use in, the conduct of the Echo Business as currently conducted, (ii) Echo Holdco and its Subsidiaries (and after the Echo Contributions and Transfers, the Company or any Company Subsidiary (will be) are the “Company sole and exclusive owners of all Echo Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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 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 knowledge of the Echo Parties, all such Echo Owned Intellectual Property and Echo Licensed Intellectual Property are valid, subsisting and enforceable, (iii) to the knowledge of the Echo Parties, the conduct of the Echo Business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property Rights of any Person, (iv) to the Company knowledge of the Echo Parties, no Person has challenged, infringed, misappropriated or a Company Subsidiaryotherwise violated any of the Echo Owned Intellectual Property within the three years preceding the date hereof, and (v) neither Echo Holdco 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 the Company’s knowledge no such agreement has been breached any Echo Owned Intellectual Property and/or Echo Licensed Intellectual Property or violated; and 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 Person, (viiivi) the Company consummation of the transaction contemplated by this Agreement will not (x) alter, encumber, impair or extinguish any Echo Owned Intellectual Property and/or Echo Licensed Intellectual Property and will not result in the breach of, 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 Subsidiaries 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 used, commercially taken reasonable efforts steps in accordance with normal industry practice to appropriately maintain the confidentiality of all information intended Trade Secrets owned, used or held for use by Echo Holdco or any of its Subsidiaries and, to be maintained the knowledge of the Echo Parties, no such Trade Secrets have been disclosed other than to employees, representatives and agents of Echo Holdco or any of its Subsidiaries all whom are bound by written confidentiality agreements, (viii) the IT Assets of Echo Holdco and its Subsidiaries operate and perform in a manner that permits Echo Holdco to conduct Echo Business as a trade secret currently conducted and to the knowledge of the Echo Parties, no Person has gained unauthorized access to such IT Assets and no Personal Information used in the Core MTS Business has been lost, inappropriately accessed, misappropriated or misused and (including proprietary confidential software source code)ix) Echo Holdco and its Subsidiaries have implemented reasonable backup and disaster recovery technology consistent with industry practices.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company and each Company Subsidiary own or 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)secret.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company It and each Company Subsidiary own its Subsidiaries own, or have a valid license are licensed or otherwise possess sufficient legally enforceable rights to use any and use, all patents, inventions, copyrights, know how Intellectual Property (including trade secrets the Technology Systems) that is used by it and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), its Subsidiaries in each case, used in or reasonably necessary to the conduct of their respective businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or . Neither it nor any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party its Subsidiaries has (A) challenging the validity, scope or enforceability of licensed any such Intellectual Property Rights owned by it or its Subsidiaries in source code form to any Person or (B) alleging that the Company or entered into any Company Subsidiary has infringed, misappropriated or violated any exclusive agreements relating to Intellectual Property Rights owned by it or its Subsidiaries. (ii) It and its Subsidiaries have not infringed or otherwise violated the Intellectual Property rights of any third party; (iv) neither Person since January 1, 2003. There is no claim asserted, or to its knowledge threatened, against it and its Subsidiaries or any indemnitee thereof concerning the Company nor any Company Subsidiary has received any written notice alleging any ownership, validity, registerability, enforceability, infringement, misappropriation use or other violation of licensed right to use any Intellectual Property Rights; Property. (viii) to the Company’s knowledge, no No third party is infringing, misappropriating or otherwise violating or Person has infringed, misappropriated or otherwise violated, any Company Owned violated it or its Subsidiaries’ Intellectual Property Rightsrights since January 1, 2003. There are no claims asserted or threatened by it or its Subsidiaries, or decided by them to be asserted or threatened, that (A) a third Person infringed or otherwise violated any of their Intellectual Property rights; or (viB) neither the Company nor any Company Subsidiary a third Person’s owned or claimed Intellectual Property interferes with, infringes, misappropriates dilutes or otherwise violates, or has infringed, misappropriated or otherwise violated, ▇▇▇▇▇ any of their Intellectual Property Rights; rights. (viiiv) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary It and its Subsidiaries have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and taken reasonable measures 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain protect the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Trade Secrets that are owned, used or held by them.

Intellectual Property. Except to as disclosed in the extent it would not be reasonably expected to have a Material Adverse Effect: (i) Registration Statement and the Prospectus, the Company and each Company Subsidiary own its subsidiaries own, possess, license or have a valid an exclusive option to license adequate rights to use any and all patents, inventionstrademarks, service marks, trade names, copyrights, know domain names, licenses, approvals, technology and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, trade names, domain names, software, data ) and other worldwide intellectual property or similar proprietary 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 held to be used for the conduct of their businesses the Company’s business now conducted and as currently 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) there are no rights of third parties to any of the Intellectual Property Rights owned by or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any of its subsidiaries. Except as would not, individually or in aggregate, if determined adversely to the Company Subsidiaryor any of its subsidiaries, are validreasonably be expected to have a Material Adverse Effect, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a any third party (Ai) challenging the Company’s or any of its subsidiaries’ rights in or to any of the Company’s Intellectual Property Rights; (ii) alleging that the Company or any of its subsidiaries have infringed, misappropriated or otherwise violated any Intellectual Property Rights of any third party; or (iii) challenging the validity, scope or enforceability of any such Intellectual Property Rights owned or (B) alleging that exclusively licensed to the Company or any of its subsidiaries, and in the case of each of (i), (ii) and (iii), the Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights is unaware of any third party; (iv) neither the Company nor facts that would form a reasonable basis for any Company Subsidiary has received any written notice alleging any infringementsuch action, misappropriation suit, proceeding or other violation of Intellectual Property Rights; (v) to claim. To the Company’s knowledge, there is no third party is infringinginfringement, misappropriating misappropriation, breach 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, default by others of any Intellectual Property Rights; (vii) all employees Rights owned by or contractors engaged in the development of Intellectual Property Rights on behalf of exclusively licensed to the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign of its subsidiaries, and all of their right, title and interest in and to such Intellectual Property Rights owned by or licensed to the Company or any of its subsidiaries are valid and enforceable, except as would not reasonably be expected, individually or in aggregate, to have a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Material Adverse Effect. The Company and the Company Subsidiaries use, and its subsidiaries have used, commercially at all times taken reasonable efforts steps in accordance with normal industry practice to appropriately maintain the confidentiality of all information intended 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 for the Company or any of its subsidiaries have signed confidentiality and invention assignment agreements with the Company or any of its subsidiaries pursuant to which the Company or any of its subsidiaries either (i) has obtained ownership of and is the exclusive owner of 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 Prospectus to be maintained as a trade secret (including proprietary confidential software source code)conducted.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) To the Company’s knowledge with respect to (x) patents, and (y) intellectual property of third parties purported to be licensed to the Company, the Company and each Company Subsidiary own owns or have a valid license possesses sufficient legal rights to use any and all (A) patents, patent applications and inventions, copyrights, know how ; (including B) trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarksmarks, service marks, trade names, trade dress, logos, domain names, software, data names or corporate names and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and thereof, together with all of the goodwill associated therewith therewith; (C) copyrights (registered or unregistered) and copyrightable works and registrations and applications for registrations thereof; (D) computer software, data, and databases and documentation thereof; (E) trade secrets and other confidential information; and (F) licenses, information and proprietary rights and processes necessary for its business as now conducted and, to the Company’s knowledge, as presently contemplated to be conducted as set forth in the Company’s business plan (collectively, “Company Intellectual Property RightsProperty”), in each casewithout any known conflict with, used in misappropriation, violation or reasonably necessary to infringement of, the conduct rights of their businesses as currently conducted; any other person or entity. (ii) the The Company has granted no outstanding options, licenses or agreements of any kind relating to Company Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course course) nor is the Company bound by or a party to any options, licenses or agreements of businessany kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, and proprietary rights of any other person or entity. (iii) the The Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or has not received any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) written communications alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated or, by conducting its business as proposed, does or would infringe, misappropriate or violate any Intellectual Property Rights of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation other person or other violation of Intellectual Property Rights; (v) to entity. To the Company’s knowledge, no third party other person or entity is infringing, misappropriating misappropriate, or otherwise violating any of the Company’s rights in any Company Intellectual Property owned or purported to be owned by the Company. (iv) Each employee of the Company that is in the position to create, or has infringedparticipated in the creation of, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; has entered into a valid and enforceable agreement whereby they have validly assigned to the Company all intellectual property rights in and to any work product that such employee solely or jointly conceived, reduced to practice, developed or made during the period of his, her or its employment relationship with the Company. Each contractor and consultant of the Company that is in the position to create, or has participated in the creation of Company Intellectual Property has entered into a valid and enforceable agreement providing for the protection of the Company’s confidential information, and where applicable to the services provided by the contractor or consultant, validly assigned to the Company all intellectual property rights in and to the contracted work product that resulted from the performance of services for the Company. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees made prior to or outside the scope of their employment by the Company. (v) The Company has not embedded any “open source,” “copyleft” or “community source” code in any of its products generally available or in development, including but not limited to any libraries or code licensed under any General Public License, Lesser General Public License or similar license arrangement in a manner that would require (or purport to require) the distribution, license or disclosure of the source code of such software or derivative works thereof. (vi) neither The information technology systems owned or controlled by the Company nor any (“Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (viiIT Systems”) have been satisfactorily maintained and are in good working order and are sufficient in all employees or contractors engaged in material respects for conduct the development of Intellectual Property Rights on behalf business of the Company as currently conducted. The Company has in effect reasonable disaster recovery and backup procedures for its Company IT Systems and has taken commercially reasonable steps to (A) protect against loss and unauthorized access or use of its Company IT Systems, and (B) detect for and prevent the introduction of any third party code designed to disrupt, disable, harm or otherwise impede in any manner the operation of the Company’s business, including any “back door,” “drop dead device,” “time bomb,” “trojan horse,” “virus,” or “worm” software (as such terms are commonly understood in the software industry) (“Malicious Code”) into its 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 SubsidiaryIT Systems, and to the knowledge of the Company’s knowledge , there is no such agreement has Malicious Code in any Company IT Systems. There have, as of the date hereof, been breached no unauthorized intrusions, theft, or violated; and (viii) breaches of the Company and IT Systems or any of the Company Subsidiaries use, and have used, commercially reasonable efforts data contained therein; provided that the foregoing is to appropriately maintain the confidentiality knowledge of all information intended to be maintained as a trade secret (including proprietary confidential software source code)the Company.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary the Subsidiaries own or have a valid license possess adequate enforceable rights to use any and all patents, inventionspatent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, copyrights, know licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith ) (collectively, the “Intellectual Property RightsProperty”), in each case, used in or reasonably necessary to for the conduct of their respective businesses as currently conducted; (ii) conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect; the Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict with 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, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or any of its Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or any Subsidiary’s patents, patent applications or proprietary information; no other entity or individual has any right or claim in any patents, patent applications or any patent to be issued therefrom that are owned or purported to be owned by the Company or any of its Subsidiaries by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary (the “Company Owned Intellectual Property Rights”)or by any non-contractual obligation, are solely and exclusively owned other than by written licenses granted by the Company or any Subsidiary, except as would not, individually or in the aggregate, have a Material Adverse Effect; the Company Subsidiaries, in each case free and clear the Subsidiaries have not received any written notice of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in any claim challenging the ordinary course rights of business, (iii) the Company Owned or its Subsidiaries in or to any Intellectual Property Rights andowned, to the Company’s knowledge, the Intellectual Property Rights licensed to or optioned by the Company or any Company SubsidiarySubsidiary which claim, are valid, subsisting and enforceable, and there is no pending or, to if the Company’s knowledge, threatened action, suit, proceeding or claim by subject of an unfavorable decision would result in a third party (A) challenging the validity, scope or 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Material Adverse Effect.

Intellectual Property. Except to To the extent it would not be reasonably expected to have a Material Adverse Effect: knowledge of the Company (i) the Company and each Company Subsidiary its subsidiaries own or have a valid license the right 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, trade names, domain names, software, data names and other worldwide source indicators, copyrights, copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other intellectual property, industrial property or and proprietary and similar proprietary rights, including any and all registrations and applications for registration thereof and any of, and all goodwill associated therewith with, any of the foregoing (collectively, “Intellectual Property RightsProperty”), ) in each case, used in or reasonably case necessary to for the conduct of their respective businesses as currently conductedconducted or proposed to be conducted in the Registration Statement and the Prospectus; (ii) the Company’s and its subsidiaries’ conduct of their respective businesses as currently conducted and as described in the Registration Statement and the Prospectus does not and will not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated, or otherwise violated, any Intellectual Property Rights owned of any third party, except as would not, individually or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of businessaggregate, reasonably be expected to have a Material Adverse Change; (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by a any third party (Ax) challenging the Company’s or any of its subsidiaries’ rights in or to any of their owned or licensed Intellectual Property, (y) alleging that the Company or any of its subsidiaries have infringed, misappropriated or otherwise violated the Intellectual Property Rights of any third party or (z) challenging the ownership, validity, scope or enforceability of any such Intellectual Property Rights owned by or (B) alleging that licensed to the Company or any of its subsidiaries, and in the case of each of (x), (y) and (z), the Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights is unaware of any third partyfacts which would form a reasonable basis for any such action, suit, proceeding or claim; and (iv) neither except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change, all Intellectual Property owned by or licensed to the Company nor or any of its subsidiaries is valid and enforceable, is owned free and clear of all liens, encumbrances, defects and other restrictions by, or licensed or co-licensed to, the Company Subsidiary has received any written notice alleging any infringementor its subsidiaries, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, and 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, violated any Intellectual Property Rights; (vii) owned by or exclusively or co-exclusively licensed to the Company or any of its subsidiaries. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change, the Company and its subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property, the value of which to the Company or its subsidiaries is contingent upon maintaining the confidentiality thereof, including requiring employees, contractors, consultants and other third parties who receive such Intellectual Property to execute appropriate confidentiality agreements. To the knowledge of the Company, all current and former employees or contractors engaged and consultants and other parties involved in the development of Intellectual Property Rights on behalf of for the Company or any Company Subsidiary its subsidiaries 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 signed agreements with the Company or a Company Subsidiaryits subsidiaries, and pursuant to the Company’s knowledge no such agreement has been breached or violated; and (viii) which the Company or its subsidiaries either (A) have obtained, or have the right or option to obtain, ownership of and are the Company Subsidiaries useexclusive owners of such Intellectual Property, and or (B) have usedobtained a valid right to exploit such Intellectual Property, commercially reasonable efforts to appropriately maintain sufficient for the confidentiality conduct of all information intended their respective businesses as currently conducted or as proposed to be maintained as a trade secret (including proprietary confidential software source code)conducted in the Registration Statement or the Prospectus.

Intellectual Property. Except to as described in the extent it would not be reasonably expected to have a Material Adverse Effect: Registration Statement, the Pricing Disclosure Package and the Prospectus (i) to the knowledge of the Company, the Company and each Company Subsidiary its subsidiaries own or have a valid license the right 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, trade names, domain names, software, data names and other worldwide source indicators, copyrights, copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other intellectual property, industrial property or and proprietary and similar proprietary rights, including any and all registrations and applications for registration thereof and any of, and all goodwill associated therewith with, any of the foregoing (collectively, “Intellectual Property RightsProperty”), ) in each case, used in or reasonably case necessary to for the conduct of their respective businesses as currently conductedconducted or proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) to the knowledge of the Company, the Company’s and its subsidiaries’ conduct of their respective businesses as currently conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package or the Prospectus does not and will not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated, or otherwise violated, any Intellectual Property Rights owned of any third party, except as would not, individually or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of businessaggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by a any third party (Ax) challenging the Company’s or any of its subsidiaries’ rights in or to any of their owned or licensed Intellectual Property; (y) alleging that the Company or any of its subsidiaries have infringed, misappropriated or otherwise violated the Intellectual Property Rights of any third party, or (z) challenging the ownership, validity, scope or enforceability of any such Intellectual Property Rights owned by or (B) alleging that licensed to the Company or any of its subsidiaries, and in the case of each of (x), (y) and (z), the Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights is unaware of any third partyfacts which would form a reasonable basis for any such action, suit, proceeding or claim; and (iv) neither to the knowledge of the Company, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Intellectual Property owned by or licensed to the Company nor or any of its subsidiaries is valid and enforceable, is owned free and clear of all liens, encumbrances, defects and other restrictions by, or licensed or co-licensed to, the Company Subsidiary has received any written notice alleging any infringementor its subsidiaries, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, and 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, violated any Intellectual Property Rights; (vii) owned by or exclusively or co-exclusively licensed to the Company or any of its subsidiaries. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property, the value of which to the Company or its subsidiaries is contingent upon maintaining the confidentiality thereof, including requiring employees, contractors, consultants and other third parties who receive such Intellectual Property to execute appropriate confidentiality agreements. To the knowledge of the Company, all current and former employees or contractors engaged and consultants and other parties involved in the development of Intellectual Property Rights on behalf of for the Company or any Company Subsidiary its subsidiaries 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 signed agreements with the Company or a Company Subsidiaryits subsidiaries, and pursuant to the Company’s knowledge no such agreement has been breached or violated; and (viii) which the Company or its subsidiaries either (A) have obtained, or have the right or option to obtain, ownership of and are the Company Subsidiaries useexclusive owners of such Intellectual Property, and or (B) have usedobtained a valid right to exploit such Intellectual Property, commercially reasonable efforts to appropriately maintain sufficient for the confidentiality conduct of all information intended their respective businesses as currently conducted or as proposed to be maintained as a trade secret (including proprietary confidential software source code)conducted in the Registration Statement, the Pricing Disclosure Package or the Prospectus.

Intellectual Property. Except to as otherwise disclosed in the extent it would not be reasonably expected to have a Material Adverse Effect: (i) Prospectus, the Company and each Company Subsidiary its subsidiaries own or have a valid license to use any and obtained licenses for all patents, patent applications, inventions, trademarks, trade names, service marks, logos, trade dress, designs, data, database rights, Internet domain names, rights of privacy, rights of publicity, copyrights, know works of authorship, license rights, trade secrets, know-how and proprietary information (including trade secrets unpatented and other unpatented and/or unpatentable proprietary or confidential information, processes inventions, systems or procedures), trademarks, service marks, trade names, domain names, software, data ) and other worldwide industrial property and intellectual property rights described in the Prospectus as being owned or similar proprietary licensed by them, as well as related rights, including such as moral rights and the right to ▇▇▇ for all past, present and future infringements or misappropriations of any of the foregoing, and all registrations and applications for registration thereof and of any and all goodwill associated therewith of the foregoing (collectively, “Intellectual Property RightsProperty”), ) necessary in each case, used in or reasonably necessary to all material respects for the conduct of their businesses business as currently conducted; (ii) presently conducted and as presently proposed to be conducted in the future as disclosed in the Prospectus, and such Intellectual Property Rights owned or purported has not been adjudged by a court of competent jurisdiction to be owned by invalid or unenforceable, in whole or in part. Neither the Company nor any of its subsidiaries has materially infringed, misappropriated, otherwise violated, or is currently materially infringing, misappropriating, or otherwise violating, and none of the Company or any Company Subsidiary (the “Company Owned of its subsidiaries has received any communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property Rights”), are solely and exclusively owned by the Company of any other person or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to entity. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, the except for (x) customary reversionary rights of third-party licensors with respect to Intellectual Property Rights that are disclosed in the Prospectus as licensed to the Company or its subsidiaries and (y) third parties who have been explicitly granted licenses by the Company; and (ii) there is no infringement by third parties of any Company Subsidiary, are valid, subsisting and enforceable, and there Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or enforceability claim; or (C) asserting that the Company infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect. The Company and its subsidiaries have taken all reasonable steps necessary to secure their interests in the Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. The product candidates described in the 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. To the Company’s knowledge, there is no patent or published patent application in the U.S. or other jurisdiction which contains claims that dominate or may dominate the Intellectual Property described in the Prospectus or that interferes with the issued or pending claims of any such Intellectual Property Rights (for the avoidance of doubt, the Company makes no such representation as to the intellectual property covering PD1/PD-L1 inhibitors described therein as owned or (B) alleging controlled by third parties). There is no prior art of which the Company is aware that would render any patent held by the Company invalid, except as would not, individually or in the aggregate, have a Material Adverse Change, and all prior art of which the Company is aware that may be material to the validity of a U.S. patent or to the patentability of a U.S. patent application has been disclosed to the U.S. Patent and Trademark Office, and all such prior art has been disclosed to the patent office of other jurisdictions where required. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. To the Company’s knowledge, the duties of candor and good faith required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to 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 its subsidiaries have been complied with. 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 employee of the Company is in 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 Company Subsidiary have executed an invention assignment agreement whereby restrictive covenant to or with a former employer where the basis of such employees or contractors presently assign all of their right, title and interest in and violation relates to such Intellectual Property Rights to the Company or a Company Subsidiary, and to employee’s employment with the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code).

Intellectual Property. Except to the extent it as has not had and would not reasonably be reasonably expected to have have, individually or in the aggregate, 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 Company Subsidiary own of its Subsidiaries owns, or have a valid license is licensed 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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, free and clear of any Liens), all Intellectual Property used in or reasonably necessary to for the conduct of their businesses its business as currently conducted; (ii) neither the Company nor its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property Rights owned or purported to be owned by the Company or rights of any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, Person; (iii) to the Company Owned knowledge of the Company, no Person has challenged, infringed, misappropriated or otherwise violated any Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights right owned by and/or licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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 partyits Subsidiaries; (iv) neither the Company nor any Company Subsidiary of its Subsidiaries has received any written notice alleging or otherwise has knowledge of any infringementpending claim, misappropriation action, suit, order or other violation of proceeding with respect to any Intellectual Property Rightsowned 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 Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violatedinfringement of, any Company Owned Intellectual Property Rightsright 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 Company Subsidiary infringesof its Subsidiaries has granted any exclusive licenses or other rights, misappropriates of any kind or otherwise violatesnature, in or has infringed, misappropriated or otherwise violated, to any of the Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of owned by the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees of its Subsidiaries to any third party and no third party has granted any licenses or contractors presently assign all other rights, of their rightany kind or nature, 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 any of its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)for any material Intellectual Property.

Intellectual Property. Except for rights and licenses contemplated to be provided to the extent it Company pursuant to the Intellectual Property Licensing Agreement and the Transition Services Agreements and as would not reasonably be reasonably expected to have a Material Adverse Effect: be, individually or in the aggregate, material to the Core MTS Business, (i) the Company MCK and each Company Subsidiary own of its Subsidiaries owns, or have has a valid and enforceable license to use any and use, 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned necessary to, or purported to be owned by used or held for use in, the conduct of the Core MTS Business as currently conducted, (ii) MCK and its Subsidiaries are (and after the MCK Contributions, the Company or any Company Subsidiary (will be) the “Company sole and exclusive owners of all MCK Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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 hold all of their right, title and interest in and to all MCK Owned Intellectual Property and MCK Licensed Intellectual Property, free and clear of all Liens, and, to the knowledge of MCK, all such MCK Owned Intellectual Property and MCK Licensed Intellectual Property are valid, subsisting and enforceable, (iii) to the knowledge of MCK, the conduct of the Core MTS Business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property Rights of any Person, (iv) to the Company knowledge of MCK, no Person has challenged, infringed, misappropriated or a Company Subsidiaryotherwise violated any of the MCK Owned Intellectual Property within the three years preceding the date hereof, and (v) neither MCK 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 the Company’s knowledge no such agreement has been breached any MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property or violated; and alleging that any services provided, processes used or products manufactured, used, imported, offered for sale or sold by Core MTS Business infringes, misappropriates or otherwise violates any Intellectual Property Rights of any Person, (viiivi) the Company consummation of the transaction contemplated by this Agreement will not (x) alter, encumber, impair or extinguish any MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property and will not result in the breach of, 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 Subsidiaries to develop, use, sell, license or dispose of, or to bring any action for the infringement of, any MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, (vii) MCK and its Subsidiaries have used, commercially taken reasonable efforts steps in accordance with normal industry practice to appropriately maintain the confidentiality of all information intended Trade Secrets owned, used or held for use by MCK or any of its Subsidiaries and, to the knowledge of MCK, no such Trade Secrets have been disclosed other than to employees, representatives and agents of MCK or any of its Subsidiaries all whom are bound by written confidentiality agreements, (viii) the IT Assets operate and perform in a manner that permits MCK to conduct Core MTS Business as currently conducted and to the knowledge of MCK, no Person has gained unauthorized access to the IT Assets and no Personal Information used in the Core MTS Business has been lost, inappropriately accessed, misappropriated or misused and (ix) MCK and its Subsidiaries have implemented reasonable backup and disaster recovery technology consistent with industry practices in connection with the Core MTS Business. Section 4.02(m) of the MCK Disclosure Schedule sets forth a list of all Intellectual Property Rights or IT Assets used by the Core MTS Business that, as of the date hereof, are owned, licensable or licensed by MCK and its Affiliates which are not commercially available to the Company for a replacement cost of less than $1,000,000.00 in the aggregate (other than rights and licenses contemplated to be maintained as a trade secret (including proprietary confidential software source codeprovided to the Company pursuant to the Intellectual Property Licensing Agreement or pursuant to the MCK Contributions).

Intellectual Property. Except as set forth in Schedule 3.14, each Group Member owns or has a valid and continuing right to use all Intellectual Property that is necessary for the extent it would not operations of its businesses as currently conducted free and clear of all Liens (except Permitted Liens), other than where a failure to own or license any Intellectual Property could not, either individually or in the aggregate, be reasonably expected to have a Material Adverse Effect: (i) . All necessary registration, maintenance, renewal and other relevant filing fees in connection with any of the Company and each Company Subsidiary own Intellectual Property that is the subject of a registration or an application for registration have a valid license to use any been timely paid, and all patentsnecessary documents, inventions, copyrights, know how (including trade secrets certificates and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, filings in connection with the Intellectual Property have been timely filed with the relevant Governmental Authority and internet domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any name registrar(s) for the purpose of maintaining such Intellectual Property and all registrations and applications for registration thereof therefor. The conduct and operations of the businesses of each Group Member does not infringe, misappropriate, dilute, violate or otherwise impair in any and all goodwill associated therewith (collectively, “material respect any Intellectual Property Rights”)owned by any other Person, other than as could not reasonably be expected to have a Material Adverse Effect. No other Person has contested any right, title or interest of any Group Member in, or relating to, or the validity of, any material Intellectual Property, and no allegations have been made of any infringement, misappropriation or violation by any Group Member, and no Person is infringing, misappropriating or violating any material Intellectual Property owned or exclusively licensed by any Group Member, and no Group Member has made or threatened to make any claim relating to the foregoing, other than, in each case, used in or as could not reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiariesexpected, in each case free the aggregate, to have a Material Adverse Effect. No holding, injunction, decision or judgment has been rendered by any Governmental Authority, and clear of all liens, defects or similar encumbrances no Group Member has entered into any settlement stipulation or other restrictions, other than non-exclusive licenses granted agreement (except license agreements in the ordinary course of business) which would limit, (iii) cancel, or question the Company Owned validity of the Group Member’s rights in any Intellectual Property. Each Group Member has taken all actions that in the exercise of their reasonable business judgment should be taken to protect their Intellectual Property, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. All material Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company owned or any Company Subsidiary, are valid, subsisting purportedly owned by a Group Member is valid and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code).

Intellectual Property. Except (a) BIZ and BCP own or have acquired (by license or otherwise) all material Intellectual Property Rights (as defined below), including rights to make, use and sell goods and services, as necessary or required for the extent it conduct of their respective businesses as presently conducted (such Intellectual Property Rights being referred to as the "BIZ IP Rights"), and these rights are reasonably sufficient for the conduct of its business; (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not constitute a material breach of any instrument or agreement governing any BIZ IP Rights ("BIZ IP Rights Agreements"), will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any BIZ IP Right or materially impair the right of BIZ or Litronic to use, sell or license any BIZ IP Right or portion thereof (except where the breach, forfeiture or termination would not be reasonably expected to have a Material Adverse Effect: Effect on BIZ); (ic) Neither the Company and each Company Subsidiary own manufacture, marketing, license, sale or have a valid intended use of any product currently licensed or sold by BIZ or BCP or currently under development by BIZ or BCP violates any 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 agreement between BIZ or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof BCP and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights andthird party or, to the Company’s knowledgeknowledge of BIZ, the infringes any Intellectual Property Rights licensed to the Company or Right of any Company Subsidiary, are valid, subsisting and enforceable, other party; and there is no pending or, to the Company’s knowledgeknowledge of BIZ, threatened action, suit, proceeding claim or claim by a third party (A) challenging litigation contesting the validity, scope ownership or enforceability right to use, sell, license or dispose of any such Intellectual Property Rights or (B) alleging that BIZ IP Right nor, to the Company or knowledge of BIZ, is there any Company Subsidiary basis for any claim, nor has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has BIZ received any written notice alleging asserting that any infringementBIZ IP Right or the proposed use, misappropriation sale, license or disposition thereof conflicts or will conflict with the rights of any other violation party, nor, to the actual knowledge of BIZ, is there any basis for any assertion; and (d) BIZ and BCP have taken reasonable and practicable steps designed to safeguard and maintain their proprietary rights in all material BIZ IP Rights. All officers, employees and consultants of BIZ and BCP have executed and delivered to BIZ an agreement regarding the protection of proprietary information and the assignment to BIZ of all Intellectual Property Rights; (v) to Rights arising from the Company’s knowledgeservices performed for BIZ or BCP by those persons. To the knowledge of BIZ, no third party is infringingcurrent or prior officer, misappropriating employee or otherwise violating consultant of BIZ or has infringed, misappropriated or otherwise violated, BCP claims an ownership interest in 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 BIZ IP Rights as a result of having been involved in the development of Intellectual Property Rights on behalf of the Company that property while employed by or any Company Subsidiary have executed an invention assignment agreement whereby such employees consulting to BIZ or contractors presently assign all of their rightBCP, 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)otherwise.

Intellectual Property. Except (a) The consummation of the transactions contemplated hereunder 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 the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company and each Company Subsidiary own own, use or have a valid license to hold for 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported licensed to be owned by Buyer and the Company or any Company Subsidiary under the IP Agreement and other Ancillary Documents (the “Company Owned Intellectual Property RightsOperations IP”). (b) Seller’s use of the Operations IP in connection with the Operations as currently conducted by Seller, are solely and exclusively owned as formerly conducted by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted Seller in the ordinary course of businesslast three (3) years, (iii) the Company Owned Intellectual Property Rights andhave not infringed, to the Company’s knowledgemisappropriated, diluted, or otherwise violated, and do not infringe, dilute, misappropriate or otherwise violate, the Intellectual Property Rights licensed of any Person. To the Knowledge of Seller, no Person has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating, any Operations IP. (c) Seller’s rights in the Operations IP are subsisting and, to the Company or any Company SubsidiaryKnowledge of Seller, are valid, subsisting valid and enforceable. Seller is the sole owner of all Operations IP. Seller has taken all reasonable steps to maintain the Operations IP and to protect and preserve the confidentiality of all trade secrets included in Operations IP. (d) There have been no Actions (including any oppositions, interferences, or re-examinations) settled or decided in the last three (3) years and there is are no Actions (including any oppositions, interferences or re-examinations) currently pending or, to the Company’s knowledgeKnowledge of Seller, threatened action(including in the form of written or, suitto the Knowledge of Seller, proceeding oral offers to obtain a license): (i) alleging any infringement, misappropriation, dilution or claim by a third party violation of the Intellectual Property Rights of any Person in connection with the Operations; (Aii) challenging the validity, scope enforceability, registrability or enforceability ownership of any such Intellectual Property Rights Operations IP or Seller's rights with respect to any Operations IP; or (Biii) 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 by Seller alleging any infringement, misappropriation misappropriation, dilution or other violation by any Person of Intellectual Property Rights; any Operations IP. Seller is not subject to any outstanding or prospective Order (vincluding any motion or petition therefor) to that does or would restrict or impair the use of any Operations IP by 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code).

Intellectual Property. (a) Except to as, individually or in the extent it aggregate, would not reasonably be reasonably expected to have a Material Adverse Effect: Effect on such Party, (i) the Company and each Company such Party or a Subsidiary own of such Party (x) owns, or have a valid license is licensed or otherwise possesses adequate rights to use any (in the manner and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or proceduresto the extent it has used the same), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”)used in their respective businesses as currently conducted and (y) exclusively owns all right, title and interest to its Company Intellectual Property, in each caseof (x) and (y), used in or reasonably necessary free and clear of all Encumbrances (except Permitted Encumbrances) and (ii) such Party’s registered Company Intellectual Property is subsisting, and, to the conduct Knowledge of their businesses as currently conductedsuch Party, is not invalid or unenforceable. (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on such Party, (i) there are no pending, or to the Knowledge of such Party, threatened claims by any Person alleging infringement, misappropriation, dilution, or other violation by such Party or any of its Subsidiaries of the Intellectual Property of any Person; (ii) the Intellectual Property Rights owned or purported to be owned by conduct of the Company or any Company Subsidiary (businesses of such Party and its Subsidiaries has not since the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has Applicable Date infringed, misappropriated or violated diluted, and does not infringe, misappropriate, dilute or otherwise violate, any Intellectual Property Rights of any third partyPerson; (iii) neither such Party nor any of its Subsidiaries has since the Applicable Date made any claim of infringement, misappropriation, dilution or other violation by others of its rights to or in connection with such Party’s Company Intellectual Property; (iv) neither to the Knowledge of such Party, no Person has since the Applicable Date or is currently infringing, misappropriating, diluting or otherwise violating any of such Party’s Company nor any Company Subsidiary Intellectual Property and (v) since the Applicable Date, no Party has received any written claim or notice from any Person alleging any infringement, misappropriation or other violation of that such Party’s registered Company Intellectual Property Rights; is invalid or unenforceable. (vc) to the Company’s knowledgeExcept as would not, no third party is infringing, misappropriating individually 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 aggregate, reasonably be expected to have a Material Adverse Effect on such Party, (i) such Party and each 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 its Subsidiaries has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, taken commercially reasonable efforts to appropriately protect and maintain its Company Intellectual Property, and (ii) no Person has gained unauthorized access to any material trade secrets or other confidential information of such Party and its Subsidiaries. (d) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party, such Party and each of its Subsidiaries has taken commercially reasonable efforts to (i) protect and maintain the confidentiality confidentiality, integrity and security of all its IT Assets and the information intended stored or contained therein or transmitted thereby from any unauthorized use, access, interruption or modification by any Person, including the implementation of reasonable backup and disaster recovery technology processes, and (ii) prevent the introduction of disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials. Except as would not, individually or in the aggregate, reasonably be expected to be maintained as have a Material Adverse Effect on such Party, since the Applicable Date, no such Party or any of its Subsidiaries has experienced any actual cyber or security incident, breach, phishing incident, ransomware or malware attack, or any loss, distribution, compromise, exfiltration, processing or disclosure of, and no Person has gained unauthorized access to, any confidential information, trade secret secrets, IT Assets owned, used, held for use or processed by or on behalf of such Party or any of its Subsidiaries or the information (including proprietary confidential software source code)Personal Data) stored or contained therein or transmitted thereby.

Intellectual Property. Except 14.1 A member of the Seller’s Group or an EDS Entity is the sole legal and beneficial owner of each of the EDS Copyrights, the EDS Patents, the EDS Know-How, the EDS Information and the EDS Trademarks free from any Third Party Rights (for the purposes of this Clause 14.1, the definition of Third Party Rights shall exclude the words “in each case other than Intellectual Property”). For the avoidance of doubt, and without prejudice to any other Seller’s Warranties (including the warranty at paragraph 14.4), the Seller does not give any warranty as to the uniqueness of the EDS Information in this paragraph 14.1. 14.2 A member of the Seller’s Group is the sole legal and beneficial owner of any Intellectual Property licensed to the Purchaser, an EDS Entity or any of their Affiliates pursuant to any Ancillary Agreement (“Seller Licensed IP”). 14.3 To the Seller’s Knowledge, none of the EDS Entities or members of the Seller’s Group have been notified in writing, during the last 24 months, by any third party that the conduct of the EDS Business infringes or otherwise violates any Intellectual Property of that third party or that such EDS Entity infringes or otherwise violates any Intellectual Property of that third party, except in each case where the relevant matter has been resolved prior to Signing and Disclosed. 14.4 To the Seller’s Knowledge, the conduct of the EDS Business or the use of any Seller Licensed IP to the extent it would used under the terms of the Patent and Know-How Licence Agreement does not be reasonably expected to have a Material Adverse Effect: (i) the Company and each Company Subsidiary own infringe or have a valid license to use otherwise violate 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”)of any third party and, to the Seller’s Knowledge, none of the EDS Entities infringes or otherwise violates any Intellectual Property of any third party. 14.5 To the Seller’s Knowledge: 14.5.1 there are no invalidity, opposition, cancellation or infringement Proceedings pending in respect of the EDS Copyrights, the EDS Patents, the EDS Know-How and the EDS Trademarks; and 14.5.2 there are no infringement Proceedings pending in respect of the Seller Licensed IP, and, in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) Seller’s Knowledge no fact or circumstance exists that is reasonably likely to result in such invalidity, opposition, cancellation or infringement. 14.6 To the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the CompanySeller’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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 knowledgeKnowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (viother than the Seller Licensed IP) neither the Company nor any Company Subsidiary infringesis required in order to manufacture dispose, misappropriates or otherwise violatesoffer to dispose, or has infringedexport, misappropriated or otherwise violatedimport, 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 rightdistribute, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiarymarket, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have usedsell, the EDS Products in the manner conducted by the EDS Entities prior to the Signing Date. 14.7 To the Seller’s Knowledge, the Seller has used commercially reasonable efforts to appropriately maintain keep the EDS Know-How secret and confidential and none of the EDS Know-How has been disclosed to any third party save in the Ordinary Course subject to a written agreement imposing obligations of confidentiality of all information intended on the person to be maintained as a trade secret (including proprietary confidential software source code)whom the relevant EDS Know-How was disclosed.

Intellectual Property. Except to as would not, individually or in the extent it would not aggregate, reasonably be reasonably expected to have a Material Adverse Effect: Effect (i) the Company and each Company Subsidiary own or have a of its Subsidiaries possess valid license and enforceable rights 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 markslogos, trade names, Internet domain names, softwarepatent rights, data copyrights, trade secrets, know-how, rights in computer software and other worldwide similar intellectual property rights (together with all goodwill associated with, any registrations of, or similar proprietary rights, including any and all registrations and applications for registration thereof and of any and all goodwill associated therewith (of the foregoing, collectively, “Intellectual Property Rights”), in each case, ) that are used in or reasonably necessary to the conduct operation of their businesses the Company and its Subsidiaries as 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 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 commercially reasonable steps to maintain the confidentiality of the material trade secrets owned (or purported to be owned owned) by the Company or any Company Subsidiary of its Subsidiaries; (the “Company Owned Intellectual Property Rights”), are solely and exclusively vi) no material source code owned (or purported to be owned) by the Company or the Company Subsidiariesany of its Subsidiaries has been disclosed or otherwise made available to any Person (excluding an escrow agent), in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to Knowledge of the Company’s knowledge, threatened actionno circumstance or condition exists that (with or without notice or lapse of time, suitor both) would result in a requirement that any such source code be disclosed, proceeding licensed or claim by a made available to any third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or other than an escrow agent); and (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (ivvii) neither the Company nor any Company Subsidiary of its Subsidiaries has received any written notice alleging of any infringement, misappropriation third-party allegations or other violation of Intellectual Property Rights; claims that (vA) 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 of its Subsidiaries or contractors presently assign all the conduct of their right, title and interest in and to such respective businesses infringe or conflict with asserted Intellectual Property Rights to of others or (B) challenge the Company ownership 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality validity of all information intended to be maintained as a trade secret (including proprietary confidential software source code)any Owned Intellectual Property.

Intellectual Property. Except to as disclosed in or specifically contemplated by the extent it would not be reasonably expected to have a Material Adverse Effect: Private Placement Memorandum, (i) the Company and each Company its Subsidiary own or have a obtained valid license to use any and all enforceable licenses or options for the inventions, patent applications, patents, inventionstrademarks (both registered and unregistered), copyrightstradenames, know how (including copyrights and trade secrets necessary for the conduct of the Company's and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data its Subsidiary's respective businesses as currently conducted and other worldwide intellectual property or similar proprietary rights, including any as the Private Placement Memorandum indicates the Company and all registrations and applications for registration thereof and any and all goodwill associated therewith 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”)that is owned by, or has been licensed to, the Company or its Subsidiary for the product indications described in each case, used in the Private Placement Memorandum that would preclude the Company or reasonably necessary to the conduct of its Subsidiary from conducting their respective businesses as currently conducted; (ii) conducted and as the Private Placement Memorandum indicates the Company and its Subsidiary contemplate conducting, except for the ownership rights of the owners of the Intellectual Property Rights owned licensed or purported to be owned optioned by the Company or its Subsidiary; (b) there are currently no sales of any Company Subsidiary (the “Company Owned products that would constitute an infringement by third parties of any Intellectual Property Rights”)owned, are solely and exclusively owned licensed or optioned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, its Subsidiary; (iiic) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by a third party (A) others challenging the validity, scope or 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 rights of the Company or its Subsidiary in or to 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 owned, licensed or optioned by the Company or a Company its Subsidiary, and to other than non-material claims; (d) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property owned, licensed or optioned by the Company’s knowledge no such agreement has been breached or violated, other than non-material claims; and (viiie) there is no pending or threatened action, suit, proceeding or claim by others that the Company and the Company Subsidiaries useinfringes or otherwise violates any patent, and have usedtrademark, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a copyright, trade secret (including or other proprietary confidential software source code)right of others, other than non-material claims.

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 to the extent it as would not reasonably be reasonably expected expected, either individually or in the aggregate, to have a Material Adverse Effect: Effect on the Company, (a) (i) the use of any Intellectual Property by the Company and each Company Subsidiary own its Subsidiaries does not infringe, misappropriate or have a valid otherwise violate the rights of any person and is in accordance with any applicable license pursuant 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by which the Company or any Company Subsidiary acquired the right to use any Intellectual Property, and (ii) no person has asserted in writing to the “Company Owned that the Company or any of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property Rights”)rights of such person, are solely and exclusively (b) no person is challenging or, to the knowledge of the Company, infringing on or otherwise violating, any right of the Company or any of its Subsidiaries with respect to any Intellectual Property owned by the Company or the Company its Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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; (ivc) neither the Company nor any Company Subsidiary has received any written notice alleging of any infringement, misappropriation or other violation of Intellectual Property Rights; (v) pending claim with respect 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 owned by 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 its Subsidiaries have taken commercially reasonable actions to avoid the abandonment, cancellation or unenforceability of all Intellectual Property owned or licensed, respectively, by the Company Subsidiaries useand its Subsidiaries. For purposes of this Agreement, “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 have usedapplications in any jurisdiction to register, commercially reasonable efforts to appropriately maintain the confidentiality foregoing, including any extension, modification or renewal of all information intended to be maintained as a trade secret any such registration or application; patents, applications for patents (including proprietary confidential software source codedivisions, continuations, continuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues thereof, in any jurisdiction; trade secrets; and copyrights registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (ia) the Company Acquiror and each Company Subsidiary own its subsidiaries either own, or have a valid license to use any and with respect to, all patents, inventions, copyrights, know how (including trademarks, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property used in, by or similar proprietary 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 to the operation or conduct of their respective businesses as presently conducted (such intellectual property and the rights thereto are collectively referred to herein as the "ACQUIROR IP RIGHTS"). (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not constitute a material breach of any instrument or agreement governing any patent, copyright, trademark, trade secret or other intellectual property rights licensed by or to, Acquiror, will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Acquiror IP Rights or materially impair the right of Acquiror, the Surviving Corporation or Target in or to use, sell, enforce, license or otherwise exploit any Acquiror IP Rights or portion thereof. (c) Neither the operation of Acquiror's nor any of its subsidiaries' respective business nor the manufacture, marketing, license, sale or intended use of any product, service or technology currently conducted; licensed, manufactured, created, distributed, authored, used, sold or under development by Acquiror or any of its subsidiaries (i) violates in any material respect any license or agreement between Acquiror or any of its subsidiaries and any third party or (ii) the Intellectual Property Rights owned or purported to be owned by the Company or infringes any Company Subsidiary (the “Company Owned Intellectual Property Rights”)patent, are solely and exclusively owned by the Company or the Company Subsidiariescopyright, in each case free and clear of all lienstrademark, defects or similar encumbrances trade secret or other restrictions, intellectual property right of any other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, party; and there is no pending or, to the Company’s knowledgeknowledge of Acquiror, threatened action, suit, proceeding claim or claim by a third party (A) challenging litigation contesting the validity, scope ownership or enforceability right to use, sell, enforce, license or dispose of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary Acquiror IP Rights, nor has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has Acquiror received any written notice alleging asserting that any infringementAcquiror IP Rights or the proposed use, misappropriation sale, license or disposition thereof conflicts or will conflict with the rights of any other violation of Intellectual Property Rights; party, except, with respect to clauses (vi) and (ii), for violation, infringements, claims or litigation that would not have a Material Adverse Effect on Acquiror. (d) Acquiror has taken reasonable and practicable steps designed to safeguard and maintain 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 secrecy and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiaryconfidentiality of, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries useits proprietary rights in, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Acquiror IP Rights.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) To the Company’s knowledge with respect to (x) patents, and (y) intellectual property of third parties purported to be licensed to the Company, the Company and each Company Subsidiary own owns or have a valid license possesses sufficient legal rights to use any and all (A) patents, patent applications and inventions, copyrights, know how ; (including B) trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarksmarks, service marks, trade names, trade dress, logos, domain names, software, data names or corporate names and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and thereof, together with all of the goodwill associated therewith therewith; (C) copyrights (registered or unregistered) and copyrightable works and registrations and applications for registrations thereof; (D) computer software, data, and databases and documentation thereof; (E) trade secrets and other confidential information; and (F) licenses, information and proprietary rights and processes necessary for its business as now conducted and, to the Company’s knowledge, as presently contemplated to be conducted as set forth in the Company’s business plan (collectively, “Company Intellectual Property RightsProperty”), in each casewithout any known conflict with, used in misappropriation, violation or reasonably necessary to infringement of, the conduct rights of their businesses as currently conducted; any other person or entity. (ii) the The Company has granted no outstanding options, licenses or agreements of any kind relating to Company Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course course) nor is the Company bound by or a party to any options, licenses or agreements of businessany kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, and proprietary rights of any other person or entity. (iii) the The Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or has not received any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) written communications alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated or, by conducting its business as proposed, does or would infringe, misappropriate or violate any Intellectual Property Rights of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation other person or other violation of Intellectual Property Rights; (v) to entity. To the Company’s knowledge, no third party other person or entity is infringing, misappropriating misappropriate, or otherwise violating any of the Company’s rights in any Company Intellectual Property owned or purported to be owned by the Company. (iv) Each employee of the Company that is in the position to create, or has infringedparticipated in the creation of, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; has entered into a valid and enforceable agreement whereby they have validly assigned to the Company all intellectual property rights in and to any work product that such employee solely or jointly conceived, reduced to practice, developed or made during the period of his, her or its employment relationship with the Company. Each contractor and consultant of the Company that is in the position to create, or has participated in the creation of Company Intellectual Property has entered into a valid and enforceable agreement providing for the protection of the Company’s confidential information, and where applicable to the services provided by the contractor or consultant, validly assigned to the Company all intellectual property rights in and to the contracted work product that resulted from the performance of services for the Company. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees made prior to or outside the scope of their employment by the Company. (v) The Company has not embedded any “open source,” “copyleft” or “community source” code in any of its products generally available or in development, including but not limited to any libraries or code licensed under any General Public License, Lesser General Public License or similar license arrangement in a manner that would require (or purport to require) the distribution, license or disclosure of the source code of such software or derivative works thereof (vi) neither The information technology systems owned or controlled by the Company nor any (“Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (viiIT Systems”) have been satisfactorily maintained and are in good working order and are sufficient in all employees or contractors engaged in material respects for the development conduct of Intellectual Property Rights on behalf the business of the Company as currently conducted. The Company has in effect reasonable disaster recovery and backup procedures for its Company IT Systems and has taken commercially reasonable steps to (A) protect against loss and unauthorized access or use of its Company IT Systems, and (B) detect for and prevent the introduction of any third party code designed to disrupt, disable, harm or otherwise impede in any manner the operation of the Company’s business, including any “back door,” “drop dead device,” “time bomb,” “trojan horse,” “virus,” or “worm” software (as such terms are commonly understood in the software industry) (“Malicious Code”) into its 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 SubsidiaryIT Systems, and to the knowledge of the Company’s knowledge , there is no such agreement has Malicious Code in any Company IT Systems. There have, as of the Effective Date, been breached no unauthorized intrusions, theft, or violated; and (viii) breaches of the Company and IT Systems or any of the Company Subsidiaries use, and have used, commercially reasonable efforts data contained therein; provided that the foregoing is to appropriately maintain the confidentiality knowledge of all information intended to be maintained as a trade secret (including proprietary confidential software source code)the Company.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (ia) Section 3.10(a) of the Company Disclosure Schedules sets forth a complete and accurate list of each Company Subsidiary own patented, issued or 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations registered Intellectual Property and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”)the foregoing, in each case, used which is owned by or filed in or reasonably necessary the name of a Group Company (collectively, “Company Registered IP”). All the Company Registered IP is subsisting, and to the conduct Knowledge of their businesses the Company valid and enforceable. Each Group Company (i) is the sole and exclusive owner of all right, title and interest in and to all Owned Intellectual Property, and (ii) has sufficient rights pursuant to a valid and enforceable license to all other Intellectual Property used in, necessary for or developed for the operation of the business of the Group Companies as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiariesand, in each case of clauses (i) and (ii), free and clear of all liens, defects or similar encumbrances or other restrictions, any Liens other than non-exclusive licenses granted in the ordinary course of business, (iii) Permitted Liens. Neither the Company Registered IP nor the other Owned Intellectual Property Rights andis subject to any outstanding Order restricting the use, to enforcement, disclosure or licensing thereof by such Group Company. (b) None of the Company’s knowledgeGroup Companies nor any of the former and current products, services or operations of the Intellectual Property Rights licensed to business of the Company or any Company SubsidiaryGroup Companies have, are validsince the Lookback Date, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated otherwise violated, or currently infringe, misappropriate or otherwise violate, any Intellectual Property Rights of any third party; (iv) neither Person. No Group Company has, since the Company nor any Company Subsidiary has Lookback Date, received any written charge, complaint, claim, demand or notice alleging any such infringement, misappropriation or other violation (including any claim that such Group Company should license or refrain from using any Intellectual Property) or challenging the ownership, registration, validity or enforcement of any Company Registered IP or other Owned Intellectual Property. No Group Company has, since the Lookback Date, made, against a third party, any written charge, complaint, claim, demand or notice alleging any infringement, misappropriation or other violation (including any claim that such third party should license or refrain from using any Intellectual Property). To the Knowledge of Intellectual Property Rights; (v) to the Company’s knowledge, no third party Person is infringinginfringing upon, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Registered IP or other Owned Intellectual Property. All Company Registered IP has been prosecuted in compliance with all applicable rules, policies and procedures of the applicable Governmental Entities, and all registration, maintenance and renewal fees due as of the Execution Date in connection with such Owned Intellectual Property Rights; have been paid and all documents, recordations and certificates in connection therewith required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States, the European Union or other applicable jurisdictions. (vic) neither Each Group Company has taken commercially reasonable measures to protect the confidentiality of all of its Trade Secrets and any other confidential information owned by such Group Company, the value of which to such Group Company nor is contingent upon maintaining the confidentiality thereof. Except as required by applicable Law, no such material Trade Secret or material confidential information has been disclosed by any Group Company Subsidiary infringesto any Person other than to Persons subject to a legally recognized duty of confidentiality or pursuant to a written agreement restricting the disclosure and use of such Trade Secrets or confidential information by such Person. Each Person who has participated in the authorship, misappropriates conception, creation, reduction to practice or otherwise violates, or has infringed, misappropriated or otherwise violated, development of any Intellectual Property Rights; for any Group Company has assigned (viipursuant to a present grant of assignment) 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 a Group Company by a valid written assignment or by operation of law. To the Knowledge of the Company, no Person is in violation of any such confidentiality or Intellectual Property assignment agreement. (d) The transactions contemplated by this Agreement shall not impair any right, title or interest of any Group Company in or to any Intellectual Property, and immediately subsequent to the Company Closing, all the Intellectual Property used in, necessary for or a Company Subsidiarydeveloped for the operation of the business of the Group Companies (as presently conducted) will be owned by, licensed to or available for use by the applicable Group Companies on terms and conditions identical to those under which the applicable Group Companies owned, licensed or used the Intellectual Property immediately prior to the Company’s knowledge no such agreement has been breached Closing, without the payment of any additional amounts or violated; consideration. All Company Registered IP and (viii) other Owned Intellectual Property is, and, immediately following the Company Closing, will be, fully transferable, alienable and licensable by the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)applicable Group Companies.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (A) Ownership and rights -------------------- (i) the Company and each Company Subsidiary own or have a valid license to use any and General ------- Full particulars of 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned otherwise exploited or used by the Company or in any Company Subsidiary (part of the “Company Owned world will be disclosed to the Purchaser during the due diligence to be conducted by the Purchaser. All Intellectual Property Rights”), are solely and exclusively owned exploited or used by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted is in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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 absolute beneficial ownership of the Company or any member of the Group is a 1icensee of the same and the Company Subsidiary does not own, use, exploit or have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and any other interest in and to such any Intellectual Property Rights which has not been disclosed. In particular but without prejudice to the generality of the foregoing, none of the Intellectual Property disclosed is jointly owned by the Company and a third party. (ii) Enforcement ----------- All applications for any Intellectual Property owned, used or a otherwise exploited by the Company Subsidiaryare being diligently prosecuted; patents, registered trademarks and registered designs and other similar registered or recorded Intellectual Property rights owned, used or otherwise exploited by the Company have been maintained; nothing has been done to diminish or otherwise affect the reputation of unregistered trademarks, trade names, brand names or get up owned, used or otherwise exploited by the Company’s knowledge ; no such agreement copying or reproduction of the copyright material owned, used or otherwise exploited by the Company has been breached permitted (expressly or violatedby implication); the technical information and other knowhow owned, used or otherwise exploited by the Company has been kept confidential; and (viiiwhere applicable) all application, registration and renewal fees necessary to procure, register, record or maintain the Intellectual Property have been paid. (iii) Intellectual Property Agreements -------------------------------- All agreements in relation to any Intellectual Property used or owned by the Company have been disclosed and are valid and binding; none has been the subject of any breach or default by any party thereto or of any event which with notice or lapse of time or both would constitute a default; nor are there any disputes, claims or proceedings arising out of or relating to such agreements. No member of the Group has authorised or otherwise permitted, expressly or by implication, any use whatsoever of the Intellectual Property owned, used or otherwise exploited by the Group save insofar as any such authority is contained in the appropriate agreements. The Company Subsidiaries use, and does not use or otherwise exploit any Intellectual Property belonging to a third party save insofar as it is licensed to do so in the appropriate agreements. All such agreements have used, commercially reasonable efforts been duly recorded or registered with the proper authorities whenever a requirement to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)do so exists.

Intellectual Property. Except (a) The Company and/or its subsidiaries owns or possesses, free and clear of all encumbrances, all legal rights to the extent it would not be reasonably expected to have a Material Adverse Effect: all intellectual property and industrial property rights and rights in confidential information, including all (i) the Company and each Company Subsidiary own or have a valid license to use any patents, patent applications, invention disclosures, and all patentsrelated continuations, inventionscontinuations-in-part, copyrightsdivisional, know how reissues, re-examinations, substitutions and extensions thereof, (including trade secrets and other unpatented and/or unpatentable proprietary or confidential informationii) trademarks, processes or procedures), trademarkstrademark rights, service marks, service ▇▇▇▇ rights, corporate names, trade names, trade name rights, domain names, softwarelogos, data slogans, trade dress, design rights, and other worldwide intellectual property similar designations of source or origin, together with the goodwill symbolized by and of the foregoing, (iii) trade secrets and all other confidential information, ideas, know-how, inventions, proprietary processes, formulae, models, and other methodologies, (iv) copyrights, (v) computer programs (whether in object code, subject code or other form), algorithms, databases, compilations and data, technology supporting the foregoing, and all related documentation, (vi) licenses to any of the foregoing, and (vii) all applications and registrations of the foregoing, and (viii) all other similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith rights (collectively, “Intellectual Property RightsProperty”)) used or held for use in, in each case, used in or reasonably necessary to for the conduct of their businesses as currently now conducted and as proposed to be conducted; , and neither the Company nor any of its subsidiaries (i) has received any communications alleging that either the Company or any of its subsidiaries has violated, infringed or misappropriated or, by conducting their businesses as now conducted and as proposed to be conducted, would violate, infringe or misappropriate any of the Intellectual Property of any other Person, (ii) knows of any basis for any claim that the Company or any of its subsidiaries has violated, infringed or misappropriated, or, by conducting their businesses as now conducted and as proposed to be conducted, would violate, infringe or misappropriate any of the Intellectual Property Rights of any other Person, and (iii) knows of any third-party infringement, misappropriation or violation of any Company or any Company subsidiary's Intellectual Property. The Company has taken and takes reasonable security measures to protect the secrecy, confidentiality and value of its Intellectual Property, including requiring all Persons with access thereto to enter into appropriate non-disclosure agreements. To the knowledge of the Company, there has not been any disclosure of any material trade secret of the Company or a Company subsidiary (including any such information of any other Person disclosed in confidence to the Company) to any other Person in a manner that has resulted or is likely to result in the loss of trade secret in and to such information. Except as Previously Disclosed, and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no outstanding options, licenses or agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company's or its subsidiaries' Intellectual Property, nor is the Company or its subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other Person. (b) To the Company's knowledge, none of the employees of the Company or its subsidiaries are obligated under any contract (including, without limitation, licenses, covenants or commitments of any nature or contracts entered into with prior employers), or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company or its subsidiaries or would conflict with their businesses as now conducted and as proposed to be conducted. Neither the execution nor delivery of the Transaction Agreements will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under any contract, covenant or instrument under which the Company or its subsidiaries or any of the employees of the Company or its subsidiaries is now obligated, and neither the Company nor its subsidiaries will need to use any inventions that any of its employees, or Persons it currently intends to employ, have made prior to their employment with the Company or its subsidiaries, except for inventions that have been assigned or licensed to the Company or its subsidiaries as of the date hereof. Each current and former employee or contractor of the Company or its subsidiaries that has developed any Intellectual Property owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely its subsidiaries has executed and exclusively owned by delivered to the Company or the Company Subsidiaries, in each case free a valid and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, enforceable Invention Assignment and Confidentiality Agreement that (iiii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed assigns to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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) subsidiaries 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 any Intellectual Property Rights rights arising from or developed or delivered to the Company or a such subsidiaries in connection with such Person's work for or on behalf of the Company Subsidiaryor such subsidiaries, and (ii) provides reasonable protection for the trade secrets, know-how and other confidential information (1) of the Company or such subsidiaries and (2) of any third party that has disclosed same to the Company or such subsidiaries. To the knowledge of the Company’s , no current or former employee, officer, consultant or contractor is in default or breach of any term of any employment, consulting or contractor agreement, non-disclosure agreement, assignment agreement, or similar agreement. Except as Previously Disclosed, to the knowledge of the Company, no such agreement has been breached present or violated; and (viii) former employee, officer, consultant or contractor of the Company and has any ownership, license or other right, title or interest, directly or indirectly, in whole or in part, in any Intellectual Property that is owned or purported to be owned, in whole or part, by the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)or its subsidiaries.

Intellectual Property. (a) Except to as would not, individually or in the extent it would not aggregate, have had or reasonably be reasonably expected to have a Company Material Adverse Effect: (i) , either the Company and each or a Company Subsidiary own owns, or have a valid license is licensed to use use, subject to any existing licenses or other grants to third parties, all Intellectual Property used in 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications necessary for registration thereof and any and all goodwill associated therewith the conduct of their respective businesses as currently conducted (collectively, the “Company Intellectual Property Rights”), free and clear of any Liens (other than Permitted Liens). (b) Except as set forth in each caseSection 2.15 of the Company Disclosure Schedule or as would not, used individually or in the aggregate, have had or reasonably necessary be expected to have a Company Material Adverse Effect, (i) there are no pending, or to the conduct knowledge of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company threatened, (A) claims by any Person, alleging infringement, misappropriation, violation or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned dilution by the Company or the Company SubsidiariesSubsidiaries of any Intellectual Property of a third party or challenging the validity, in each case free enforceability, scope, ownership or use of any of the Company Intellectual Property Rights and clear (B) claims by the Company or its Subsidiaries alleging infringement, misappropriation, violation or dilution by a third party of all liensany Company Intellectual Property Rights; (ii) no Company Intellectual Property Right will terminate or cease to be a valid right of the Company or the Company Subsidiaries by reason of the execution and delivery of this Agreement by the Company, defects the performance of the Company of its obligations hereunder, or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course consummation by the Company of business, the Transactions; and (iii) the Company Owned has not granted any license, sublicenses or any other rights in, to or under the Company Intellectual Property Rights andRights. As used in this Agreement, to “Intellectual Property” means any or all of the Company’s knowledgefollowing and all rights in: (i) all United States, the Intellectual Property Rights licensed to the Company international and foreign patents and applications therefor and all reissues, divisions, divisionals, renewals, reexaminations, extensions, provisionals, continuations and continuations-in-part thereof; (ii) all inventions (whether or any Company Subsidiarynot patentable), are validinvention disclosures, subsisting trade secrets, know how, business methods, technical data and enforceablecustomer lists, and there is no pending orother tangible or intangible proprietary information; (iii) all software, to the Company’s knowledgecomputer programs, threatened actionoperating systems, suitapplications, proceeding or claim by a third party mobile applications, interfaces, firmware and modules (A) challenging the validityin both source code and object code form), scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringedand all data and databases and related documentation, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither all works of authorship, copyrights, mask works and database compilations, copyright registrations and applications therefor throughout the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rightsworld; (v) to all industrial designs and any registrations and applications therefor throughout 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 Rightsworld; (vi) neither all trade names, logos, slogans, trade dress, corporate names and other indicia of source, common law trademarks and service marks, trademark and service ▇▇▇▇ registrations and applications therefor throughout the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rightsworld and all goodwill associated therewith; (vii) all employees or contractors engaged in moral and economic rights of authors and inventors, however denominated, throughout 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 world (to the Company extent such rights may be transferred or a Company Subsidiarywaived under applicable Law); (viii) all web addresses, sites and to the Company’s knowledge no such agreement has been breached or violateddomain names and numbers and any registrations therefor; and (viiiix) all copies and tangible embodiments or descriptions of any of the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret foregoing (including proprietary confidential software source codein whatever form or medium).

Intellectual Property. Except to the extent it as would not reasonably be reasonably expected to have have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each Company Subsidiary own or 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by either the Company or any Company a Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by of the Company owns, or the Company Subsidiariesis licensed or otherwise possesses legally enforceable rights to use, in each case free and clear of all liensmaterial Liens, defects all domestic and foreign trademarks (including call signs), trade names, service marks, service names, assumed names, registered and unregistered copyrights and applications for same, domain names, patents and patent applications and registrations used in their respective businesses as currently conducted, including all rights associated therewith, whether registered or similar encumbrances unregistered and however documented (collectively, the “Intellectual Property”). Except as would not reasonably be expected to have, individually or other restrictions, other than non-exclusive licenses granted in the ordinary course of businessaggregate, a Company Material Adverse Effect, (iiia) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, there are valid, subsisting and enforceable, and there is no pending or, to the Knowledge of the Company’s knowledge, threatened actionin writing claims by any person alleging infringement, suitmisappropriation or other unauthorized use of Intellectual Property by the Company or any of its Subsidiaries, proceeding or claim by a third party (A) challenging any aspect of the validity, scope enforceability, ownership, authorship, inventorship or enforceability use of any such of the Intellectual Property Rights Property, (b) to the Knowledge of the Company, the conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or (B) alleging otherwise make unauthorized use of any intellectual property rights of any person, and neither the Company nor any of its Subsidiaries has received an “invitation to license” or other communication from any third party asserting that the Company or any Company Subsidiary has infringed, misappropriated of its Subsidiaries is or violated will be obligated to take a license under any Intellectual Property Rights of intellectual property owned by any third party; party in order to continue to conduct their respective businesses as they are currently conducted, (ivc) neither the Company nor any Company Subsidiary of its Subsidiaries has received made any written notice alleging any claim of infringement, misappropriation or other violation unauthorized use by others of its rights to or in connection with the Intellectual Property Rights; of the Company or any of its Subsidiaries, (vd) to the Knowledge of the Company’s knowledge, no third party person is currently 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, making unauthorized use of 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 Subsidiaryits Subsidiaries, and to the Company’s knowledge no such agreement has been breached or violated; and (viiie) the Company and the Company its Subsidiaries use, and have used, taken commercially reasonable efforts actions in accordance with normal industry practice to appropriately protect, maintain and preserve the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Intellectual Property.

Intellectual Property. Except (a) Section 3.16(a) of the Company Disclosure Letter sets forth a correct and complete list of all Registered Intellectual Property. The Registered Intellectual Property has not been cancelled, abandoned or dedicated to the extent it public domain. (b) Except as would not not, individually or in the aggregate, reasonably be reasonably expected to have a Company Material Adverse Effect: , (i) the Company and each the Company Subsidiary own Subsidiaries own, free and clear of any Liens (other than Permitted Liens) or have a valid and enforceable license to use any use, or otherwise possess valid and enforceable rights to use, 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”)used by the Company or any Company Subsidiary in, in each caseand that are material to, used in or reasonably necessary to the conduct business of their businesses the Company and the Company Subsidiaries as currently conducted; conducted (the “Company Intellectual Property”) and (ii) neither the Company nor any of the Company Subsidiaries has received since January 1, 2023 any written charge, complaint, claim, demand or notice pertaining to or challenging the validity, enforceability, or registrability of, any right, title or interest of any of the Registered Intellectual Property Rights or any other Company Intellectual Property owned or purported to be owned by the Company. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the conduct of the business of the Company and the Company Subsidiaries as currently conducted does not infringe, misappropriate or otherwise violate any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear rights of all liens, defects or similar encumbrances or any other restrictions, other than non-exclusive licenses granted in the ordinary course of businessPerson, (iiiii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, there are valid, subsisting and enforceable, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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) claims and neither the Company nor any of the Company Subsidiary Subsidiaries has received since January 1, 2023 any written charge, complaint, claim, demand or notice alleging any infringement, misappropriation such infringement or other violation of the 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, rights of 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 other Person by the Company or any of the Company Subsidiary have executed an invention assignment agreement whereby such employees Subsidiaries and (iii) to the knowledge of the Company, no Person is currently infringing or contractors presently assign all of their right, title and interest in and to such misappropriating Intellectual Property Rights to owned by the Company or any of the Company Subsidiaries. (d) The Company and the Company Subsidiaries have taken commercially reasonable measures to protect, safeguard and maintain each item of Company Intellectual Property, including taking commercially reasonable security measures to protect the confidentiality of any trade secrets and other material confidential information included in the Company Intellectual Property or otherwise used or held for use in the conduct of the business of the Company and the Company Subsidiaries. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company SubsidiaryMaterial Adverse Effect, and to the Company’s knowledge no such agreement has been breached or violated; and (viiii) the Company and the Company Subsidiaries usehave taken commercially reasonable actions designed to maintain and protect the integrity, security, operation and redundancy of the hardware, software, systems, networks, websites, and other electronic and information technology assets and equipment owned or controlled by the Company and the Company Subsidiaries and used in their businesses (the “Company IT Assets”) (and all data stored therein or processed thereby), (ii) to the knowledge of the Company, the Company IT Assets are free of material errors, defects, viruses, malware and other corruptants, (iii) to the knowledge of the Company, there have usedbeen no material breaches of security, commercially reasonable efforts outages, corruptions or unauthorized uses of or unauthorized access to appropriately maintain the confidentiality Company IT Assets and (iv) the Company and the Company Subsidiaries have complied with all applicable Laws and binding industry standards with respect to the privacy or processing of all information intended to be maintained as a trade secret (including proprietary confidential software source code)personal data and Company IT Asset security.

Intellectual Property. Except (a) Section 4.18(a) of the Company Disclosure Letter sets forth all (i) issued patents and pending patent applications, (ii) trademark and service ▇▇▇▇ registrations and applications, (iii) copyright registrations and applications, and (iv) internet domain name registrations, in each case that are owned by or registered to the extent it Company or any of its Subsidiaries as of the date hereof. Except as would not not, individually or in the aggregate, reasonably be reasonably expected to have a Company Material Adverse Effect: (i) , the Company and each Company Subsidiary its Subsidiaries own or have a are licensed or otherwise possess valid license rights to use any use, free and clear of all patentsLiens other than Permitted Liens, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to conduct the business of the Company and its Subsidiaries as it is currently conducted. (b) The conduct of their businesses the business of the Company and its Subsidiaries as it is currently conducted; (ii) conducted does not infringe, misappropriate or otherwise violate the Intellectual Property Rights owned rights of any third party except as would not, individually or purported in the aggregate, reasonably be expected to be have a Company Material Adverse Effect. There are no pending or, to the knowledge of the Company, threatened claims with respect to any of the Intellectual Property rights owned by the Company or any of its Subsidiaries, and since January 1, 2014, neither the Company Subsidiary (nor any of its Subsidiaries have received any written notice, charge, complaint, claim or other alleging any infringement, misappropriation, or other violation by the “Company Owned or any of its Subsidiaries of the Intellectual Property Rights”)of any Person, are solely and exclusively in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company, no third party is currently infringing or misappropriating Intellectual Property owned by the Company or the Company Subsidiariesany of its Subsidiaries and since January 1, in each case free and clear of all liens2014, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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 of its Subsidiaries has received provided any written notice alleging to any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no Person claiming that such third party Person is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violatedviolating, any such Intellectual Property, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Company Owned Intellectual Property Rights; (vi) neither Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) and its Subsidiaries are taking all employees or contractors engaged in the development actions that are necessary to maintain and protect each item of Intellectual Property Rights on behalf that they own. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, since January 1, 2014, there has not been any (i) to the knowledge of the Company, breach of the security of, or other unauthorized access to, any computer systems 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 its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)any personal or sensitive information contained there) or (ii) failure of any such computer systems.

Intellectual Property. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company or one of its Subsidiaries owns or is licensed or otherwise possesses adequate rights to use (in the manner and to the extent it would not be reasonably expected to have a Material Adverse Effect: has used the same) all trademarks (i) the Company and each Company Subsidiary own whether registered or 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 proceduresunregistered), trademarks, service marksservicemarks (whether registered or unregistered), trade names, domain names, softwarecopyrights (whether registered or unregistered), data patents, trade secrets and other worldwide intellectual property or similar proprietary rights, including of any and all registrations and applications for registration thereof and any and all goodwill associated therewith kind used in their respective businesses as currently conducted (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property RightsProperty”). Except as, are solely and exclusively owned by the Company individually or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of businessaggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (iiia) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, there are valid, subsisting and enforceable, and there is no pending or, to the Knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validityany Person alleging infringement, scope misappropriation or enforceability of any such Intellectual Property Rights or (B) alleging that dilution by the Company or any of its Subsidiaries of the intellectual property rights of any Person; (b) the conduct of the businesses of the Company Subsidiary and its Subsidiaries has not infringed, misappropriated or violated diluted, and does not infringe, misappropriate or dilute, any Intellectual Property Rights intellectual property rights of any third partyPerson; (ivc) neither the Company nor any Company Subsidiary of its Subsidiaries has received made any written notice alleging any claim of infringement, misappropriation or other violation by others of its rights to or in connection with the Company Intellectual Property RightsProperty; (vd) to the Company’s knowledge, no third party Person is infringing, misappropriating or otherwise violating diluting any Company Intellectual Property; (e) the Company 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 contemplated by this Agreement will not result in the loss of, or has infringed, misappropriated give rise to any right of any third party to terminate any of the Company’s or otherwise violatedany Subsidiaries’ rights or obligations under, 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 Contract under which the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees of its Subsidiaries grants to any Person, or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights any Person grants to the Company or any of its Subsidiaries, a license or right under or with respect to any Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Intellectual Property.

Intellectual Property. Except to (a) For the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company and each Company Subsidiary own or 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectivelypurposes of this Clause 14, “Intellectual Property Rights”” shall include, without limitation, any patent, copyright, moral right, design right, trade mark and service mark (whether registered or unregistered), trade dress, get-up, trade name, goodwill, geographical indication, plant variety right, integrated circuit layout-design right, know-how, confidential information, trade secret, any application (whether pending, in each caseprocess or issued) or right to apply for any of the foregoing, used in and any other industrial, intellectual property or reasonably necessary protected right similar to the conduct foregoing (whether registered, registrable or unregistered) in any country and in any form, media, or technology now known or later developed, and any accrued or future rights and causes of action in respect of any infringement of any of the foregoing. (b) The Seller warrants that: (i) it is the legal and beneficial owner of the Intellectual Property Rights in the products and/or their businesses as currently conducted; components thereof, and/or that in relation to the products and/or components of which it is not the legal and beneficial owner, it has obtained from the owners of the Intellectual Property Rights in such products and/or components, all licences, clearances, waivers and other approvals or consents in respect of the Seller’s dealings (commercial or otherwise) with the products and their components under this Agreement, and the subsequent possession, use and/or dealings (commercial or otherwise) by the Purchaser or the Purchaser Entities (hereafter defined) thereof; (ii) the Intellectual Property Rights owned products and their components thereof are original and genuine goods, and are not counterfeit or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, imitation goods; (iii) the Company Owned products and their components thereof do not infringe any third party’s Intellectual Property Rights; and (iv) the products and their components thereof are not manufactured in a manner which would infringe any third party’s Intellectual Property Rights. (c) The Seller shall indemnify and keep the Purchaser and the Purchaser Entities (hereafter defined) fully and effectively indemnified on demand against any and all losses, damages, actions, costs (including legal/attorney fees on a full indemnity basis), charges, expenses, demands or liabilities of whatsoever nature, whether direct or indirect, arising out of the breach by the Seller of any of the warranties set out in Clause 14(b) and/or out of any claim by any third party alleging infringement of Intellectual Property Rights and/or that the products and/or their components thereof are counterfeit or imitation goods, whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination. (d) Without prejudice to the CompanyPurchaser’s knowledge, or any of the Purchaser Entities’ right to defend a third party’s claim alleging any infringement of Intellectual Property Rights licensed to and/or that the Company products and/or their components thereof are counterfeit or imitation goods, the Seller shall, if requested by the Purchaser and/or any Company Subsidiaryof the Purchaser Entities and at the Seller’s own expense, are valid, subsisting and enforceable, and there is no pending or, to conduct the Company’s knowledge, threatened action, suit, proceeding or defence of such a claim by a third party (A) challenging party. The Seller shall observe the validityPurchaser’s and/or any of the Purchaser Entities’ directions relating in any way to that defence or to negotiations for settlement of the claim, scope and shall not at any time admit liability or enforceability otherwise attempt to settle the claim subject to the Seller providing to the Purchaser’s and/or any of the Purchaser Entities’ reasonable satisfaction security for any such Intellectual Property Rights costs or (B) alleging liabilities that the Company Purchaser and/or any of the Purchaser Entities may incur by reason of the Seller’s conduct of such defence. The Purchaser and/or any of the Purchaser Entities shall be entitled at all times to take back the conduct of the defence if the Purchaser and/or any of the Purchaser Entities does not believe that the Seller is conducting the same competently. (e) Without limiting the generality of the foregoing sub-clauses and without prejudice to other remedies available to the Purchaser under this Agreement, if it is determined by any independent tribunal of fact or any Company Subsidiary has infringed, misappropriated law or violated any if it is agreed between the parties to the dispute or if it is determined by the Purchaser in its sole and absolute discretion that an infringement of Intellectual Property Rights of any a third partyparty has occurred, the Seller shall, at the Purchaser’s option and the Seller’s sole expense: (i) procure for the Purchaser and/or the Purchaser Entities and their respective affiliates the right to continue the use and/or possession of the products; (ii) replace the products with non-infringing products; (iii) alter or modify the products in order to avoid continuing infringement without reducing or adversely affecting the functionality or performance thereof; or (iv) neither recall the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation products and refund the purchase price of Intellectual Property Rights; (v) the products 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; Purchaser. (vif) neither The obligations in this Clause shall survive 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 completion of Intellectual Property Rights on behalf performance 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 (viiipurchase order(s) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality expiry or termination of all information intended to be maintained as a trade secret (including proprietary confidential software source code)this Agreement.

Intellectual Property. Except to as set forth in the extent it would not be reasonably expected to have a Material Adverse Effect: SEC Reports, (i) the Company and each Company Subsidiary own of its Subsidiaries owns or have a valid license has adequate rights to use any and all trademarks, trade names, domain names, patents, inventionspatent rights, mask works, copyrights, know technology, know-how (including trade secrets and other unpatented and/or or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, trade names, domain names, software, data dress rights and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and for any and all goodwill associated therewith of the foregoing that are, in each case, material to the Company (collectively, “Intellectual Property RightsProperty”)) and has such other rights, licenses, approvals and governmental authorizations, in each case, used in or reasonably necessary sufficient to the conduct of their businesses its business as currently conducted; (ii) the Intellectual Property Rights owned or purported now conducted and as now proposed to be owned by the Company conducted in all material respects without any known violation or conflict with any Company Subsidiary (the “Company Owned third party Intellectual Property Rights”)Property, are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s and its Subsidiaries’ knowledge, the there are no rights of third parties to any such Intellectual Property Rights owned by the Company and its Subsidiaries and none of the foregoing Intellectual Property rights owned or, licensed to by the Company or any of its Subsidiaries is invalid or unenforceable, (ii) the Company Subsidiary, are valid, subsisting and enforceablehas no knowledge of any infringement by it or any of its Subsidiaries of Intellectual Property rights of others, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any Intellectual Property rights of others, where such infringement or violation would have a third Material Adverse Effect, (iii) the Company is not aware of any material infringement, misappropriation or violation by others of, or conflict by others with rights of the Company or any of its Subsidiaries with respect to, any Intellectual Property, (iv) there is no suit, proceeding or claim being made against the Company or any of its Subsidiaries or, to the knowledge of the Company and its Subsidiaries, any employee of the Company or any of its Subsidiaries, regarding Intellectual Property, challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property or alleging other infringement that would have a Material Adverse Effect and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, (v) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application that contains claims for which an “interference proceeding” (Aas defined in 35 U.S.C. § 135) has been commenced against any material patent or patent application described in the Prospectus as being owned by or licensed to the Company and (vi) the Company and its Subsidiaries have not received any notice of infringement with respect to any patent or any notice challenging the validity, scope or enforceability of any such Intellectual Property Rights owned by or (B) alleging that licensed to the Company or any Company Subsidiary has infringedof its Subsidiaries, misappropriated in each case the loss of which patent or violated any Intellectual Property Rights (or loss of any third party; (ivrights thereto) neither the would have a Material Adverse Effect. The Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) and its Subsidiaries have taken all reasonable steps necessary 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 secure their interests 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 Subsidiaryfrom their employees and contractors (including, but not limited to, assignments of such Intellectual Property from such employees and contractors) and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain protect the confidentiality of all of their confidential information intended and trade secrets and that of third parties in their possession to be maintained as a trade secret (including proprietary confidential software source code)the extent contractually required to do so.

Intellectual Property. (a) Except to as would not, individually or in the extent it would not be reasonably expected to aggregate, have a Company Material Adverse Effect: , all Registered Company IP is subsisting and, to the Knowledge of the Company, valid and enforceable. (b) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, the Post-Separation Retained Entities (i) are the owners of the Company Owned IP, free and clear of any Liens and (ii) own, or have a valid and enforceable license or other sufficient rights to use, all Intellectual Property owned or used by the Spinco Group that is also used by or necessary to operate the Retained Business. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) the Company Post-Separation Retained Entities have not since the Applicable Date, and each Company Subsidiary own do not, infringe, misappropriate or 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) otherwise violate the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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 rights of any third party; , (ivii) 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 any Company Owned IP, (iii) there are no pending or threatened in writing, Proceedings alleging that the Retained Business has infringed, misappropriated or otherwise violatedviolated the Intellectual Property rights of any Person, and (iv) the Retained Entities have not received any written notice within the past three (3) years alleging that the Retained Business is infringing, misappropriating, or otherwise violating the Intellectual Property rights of any third party. (d) The Company has provided Buyer with true and complete copies of (i) all material Contracts containing any in-licenses or transfers of the COT Properties to any Retained Entity or predecessor entity (including the in-licensing of Intellectual Property for use in the development or production of such COT Properties), provided that for purposes of this Section 4.14(d)(i) a Contract shall be deemed material only if it would reasonably be expected to impair the Exploitation of such COT Property in any material respect; and (ii)(w) the top ten (10) by revenue vMVPD and MVPD agreements that include distribution of COT Properties in the United States and, to the extent not included in the above, the top eight (8) HBO Max distribution agreements by revenue for the United States; (x) the top ten (10) by revenue HBO Max distribution agreements by revenue for the Europe and Middle East region; (y) the top ten (10) by revenue HBO Max or HBO Premium for the Latin America region; and (z) the top ten (10) by revenue HBO Max distribution agreements for the Asia Pacific region; provided that the foregoing shall not include Intercompany COT Property Agreements. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, the Key Out-License Agreements and the Key Out-License Summary (solely with respect to the COT Properties, term, exclusivity and territory), taken together, constitute an accurate and complete summary (solely with respect to the COT Properties, term, exclusivity and territory) of all exclusive out-licenses and material non-exclusive out-licenses of the COT Properties. (e) Within the past three (3) years, the Retained Entities (to the extent related to the COT Properties) have not dedicated to the public domain, forfeited, abandoned or otherwise allowed to fall into the public domain, any COT Property. (f) To the Knowledge of the Company, none of the COT Properties are subject to a right of any Person to, within ten (10) years of the date of this Agreement, revert, extinguish or otherwise terminate any right of the Post-Separation Retained Entities in any COT Properties, including pursuant to 17 U.S.C. §203 or §304 or their foreign equivalents. Within the past three (3) years, the Retained Entities have not received any written notice reverting, extinguishing or otherwise terminating (or stating an intent to revert, extinguish or otherwise terminate) any rights of the Post-Separation Retained Entities (to the extent related to the COT Properties) in any COT Property, including under §203 or §304(c) of the United States Copyright Act and their foreign equivalents, and, to the Knowledge of the Company, there is no reasonable basis for a claim that any Person holds any such right. (g) Except as would not, individually or in the aggregate, have a Company Owned Intellectual Material Adverse Effect or Buyer Material Adverse Effect, the execution, delivery and performance of this Agreement, and the consummation of the Merger will not, with or without notice or the lapse of time or both: (i) breach, require consent or notice to be given for any COT Property Rights; Agreement; (ii) cause any material loss of, or forfeiture or termination of (or give rise to a right of forfeiture or termination of, or any incremental loss of rights with respect to), any rights of the Post-Separation Retained Entities to Exploit any COT Properties; (iii) in any way impair the right to Exploit, or bring any Proceeding for the unauthorized Exploitation, disclosure, or infringement of, any COT Properties; (iv) result in any other Person receiving (or give any other Person) the right or option to modify or terminate any agreement, covenant not to sue, immunity or other rights with respect to any COT Properties, or result in the Post-Separation Retained Entities not having any such rights to the same extent as it would had such execution, delivery, performance, or consummations not taken place; (v) cause or require Buyer, its Affiliates or the Post-Separation Retained Entities to be bound by, or become subject to, any non-compete, non-solicit or other similar or comparable restriction on the operation or scope of their respective businesses; (vi) neither cause or require the Company nor Post-Separation Retained Entities (or accelerate any Company Subsidiary infringes, misappropriates obligation of the Post-Separation Retained Entities) to pay any royalties or other amounts to any Person with respect to ownership or Exploitation of COT Properties by the Post-Separation Retained Entities (or any of their licensees) that the Post-Separation Retained Entities would not otherwise violates, have been required to pay pursuant to any license or has infringed, misappropriated or otherwise violated, any Intellectual Property Rightsother agreement; or (vii) all employees result in any other Person having (or contractors engaged give or purport to give any other Person) the right or option to any license, covenant not to sue, immunity or other rights with respect to the Intellectual Property rights of Buyer, its Affiliates or the Post-Separation Retained Entities. (h) Except as would not, individually or in the development of aggregate, have a Company Material Adverse Effect, the Post-Separation Retained Entities take and have taken commercially reasonable measures to maintain, preserve and protect (i) their respective interests in the Intellectual Property Rights on behalf material to the respective businesses of the Post-Separation Retained Entities, and (ii) the confidentiality of the Trade Secrets owned or received from third parties by the Post-Separation Retained Entities. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, there has not been any disclosure or other compromise of any confidential or proprietary information of any Post-Separation Retained Entity (including any such information of any other Person disclosed in confidence to any Post-Separation Retained Entity) to any third party in a manner that has resulted or would reasonably be likely to result in any liability to a Post-Separation Retained Entity. (i) Except as would not, individually or in the aggregate, have a Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign Material Adverse Effect: (i) the Company Information Technology operates and performs in all respects as required to permit the Post-Separation Retained Entities to conduct their respective businesses as currently conducted, and (ii) to the Knowledge of their rightthe Company, title and interest in and to such Intellectual Property Rights since the Applicable Date, no Person has gained unauthorized access to the Company Information Technology in a manner that has resulted or would reasonably be likely to result in liability to any Post-Separation Retained Entity. Except as would not, individually or in the aggregate, have a Company SubsidiaryMaterial Adverse Effect, and none of the software owned by the Post-Separation Retained Entities contains or is distributed with any shareware, open source code or other software for which use or distribution is under a license that requires any Post-Separation Retained Entity to do any of the following: (A) disclose or distribute the software owned by any Post-Separation Retained Entity in source code form, (B) authorize a licensee of the software owned by any Post-Separation Retained Entity to make derivative works of such software owned by the same or (C) distribute the software owned by any Post-Separation Retained Entity at no cost to the Company’s knowledge no such agreement has been breached recipient. (j) Except as would not, individually or violated; in the aggregate, have a Company Material Adverse Effect, (i) the Post-Separation Retained Entities are in compliance with applicable Laws and Governmental Orders regarding the privacy and security of customer, employee and other Personal Data and are compliant in all respects with their respective privacy policies and (viiiii) there have not been any incidents of, or third-party claims related to, any loss, theft, unauthorized access to or acquisition, modification, disclosure, corruption or other misuse of any Personal Data in the Post-Separation Retained Entities’ possession. Except as would not, individually or in the aggregate, have a Company and the Company Subsidiaries useMaterial Adverse Effect, and have usedno Post-Separation Retained Entity has received any written notice of any claims, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret investigations (including proprietary confidential software source code)investigations by any Governmental Entity) or alleged violations of any Laws and Governmental Orders with respect to Personal Data possessed by such Post-Separation Retained Entity.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (iA) the The Company and each Company Subsidiary its subsidiaries own or have a valid license possess, or can acquire on reasonable terms, adequate rights to use any and use, all material patents, patent rights, licenses, inventions, copyrightscopyrights and copyrightable works, know know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), software, source code, domain names, social media identifiers and accounts and all other source indicators, trademarks, service marks, trade names, domain names, software, data names and all other worldwide intellectual property or and similar proprietary rights, rights (including any and all registrations and applications for registration thereof and any of, and all goodwill associated therewith with, any of the foregoing) (collectively, “Intellectual Property Rights”)) used in, in each case, used held for use in or reasonably necessary to carry on the conduct of their businesses as currently conducted; business now operated by them, and proposed to be conducted in the Registration Statement, the General Disclosure Package and the Prospectus, (iiB) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), and its subsidiaries are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights valid and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened in writing action, suit, proceeding or claim by a third party (A) others challenging the validity, scope or enforceability of, or any rights of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringedof its subsidiaries in, misappropriated or violated any material Intellectual Property Rights of any third party; owned by the Company, (ivC) neither the Company nor any Company Subsidiary of its subsidiaries has received any written notice alleging or is otherwise aware of any infringementinfringement of, misappropriation of, conflict with or other violation of any third-party Intellectual Property Rights; Rights or of any facts or circumstances which would render any Intellectual Property Rights invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement, misappropriation, conflict or other violation (vif the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect, (D) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating violating, or has infringed, misappropriated or otherwise violatedviolated and which infringement, misappropriation or violation, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, any Company Owned Intellectual Property Rights; Rights owned or controlled by the Company or any of its subsidiaries, (viE) neither the Company nor any Company Subsidiary of its subsidiaries, nor the conduct of their respective businesses (including as described in the Registration Statement, the General Disclosure Package or the Prospectus), infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any third-party Intellectual Property Rights; , which infringement, misappropriation or violation, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, (viiF) except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, all employees or and contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any subsidiary of the Company Subsidiary have executed an invention assignment agreement whereby such employees or and contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiarythe applicable subsidiary, and all employees to whom trade secrets of the Company’s knowledge no such agreement has Company or any subsidiary have been breached or violated; and disclosed have executed a confidentiality agreement, (viiiG) the Company and the Company Subsidiaries its subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)secrets included in the Intellectual Property Rights owned by the Company and its subsidiaries.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary its subsidiaries own or have a valid enforceable license to use any all intellectual property and all intellectual property rights, including, without limitation, patents, patent applications, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, marks and trade names, domain namestogether with all moral rights and goodwill associated therewith, software, data and other worldwide intellectual property or similar proprietary rights, including any and all applications, registrations and applications for registration thereof and any and all goodwill associated therewith renewals in connection with the foregoing (collectively, “Intellectual Property Rights”), in each case, ) used in or reasonably necessary to the conduct of their businesses as currently presently conducted and as presently proposed to be conducted; (ii) the Intellectual Property Rights owned or by, purported to be owned by by, or exclusively licensed to the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights its subsidiaries and, to the Company’s knowledge, the Intellectual Property Rights non-exclusively licensed to the Company or any Company Subsidiaryand its subsidiaries, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, claim or proceeding or claim by a third party (A) others challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that Rights, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, claim or any Company Subsidiary has infringed, misappropriated or violated proceeding; (iii) there are no rights of third parties to any Intellectual Property Rights of any third partyowned by the Company and its subsidiaries, including no liens, security interests, licenses (other than non-exclusive licenses entered into in the ordinary course), or other encumbrances; (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 violating, or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property RightsRights owned by or purported to be owned by the Company; (viv) neither the Company nor any Company Subsidiary of its subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights, nor would the Company or any of its subsidiaries, upon commercialization of any product or service currently under development, infringe, misappropriate, or otherwise violate any Intellectual Property Rights; (viivi) all employees or current and former founders, employees, consultants and contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any subsidiary of the Company Subsidiary have executed an a valid and enforceable invention assignment agreement whereby such employees founders, employees, consultants or contractors presently assign assigned all of their right, title and interest in and to such Intellectual Property Rights to the Company or a the applicable subsidiary and are bound by obligations sufficiently protective of the Company’s or the applicable subsidiary’s confidential and proprietary information (including information that the Company Subsidiaryor the applicable subsidiary receives from third parties), and to the Company’s knowledge knowledge, no such agreement has been breached or violatedviolated by the counterparty to any such agreements; and (viiivii) the Company and the Company Subsidiaries its subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as confidential (including as a trade secret secret); and (including proprietary confidential software source code)viii) the Company and its subsidiaries have complied in all material respects with the terms of all licenses for Intellectual Property Rights, and said license(s) are in full force and effect. All patents and patent applications, trademark applications and trademark registrations, domain name registrations, copyright applications and copyright registrations owned by or licensed to the Company or under which the Company has rights have been duly and properly filed and maintained, and there are no material defects in any of the patents or patent applications, trademark applications or trademark registration, copyright applications or copyright registrations that are owned by or purported to be owned by the Company. The Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application or could form the basis of a finding of invalidity with respect to any patents that have issued with respect to such applications. To the Company’s knowledge, there is no prior art that may render any patent within the Intellectual Property Rights owned by the Company invalid or that may render any patent application within the Intellectual Property Rights owned by the Company unpatentable that has not been disclosed to the USPTO.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary its Subsidiaries own or possess, have a valid license to, or can acquire rights to use any and all (whether by ownership or license) on reasonable terms, adequate patents, inventionspatent applications, copyrights, technology, data, know how (including inventions, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, trade names, domain names, software, data and names or other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property RightsProperty”), in each case, used in or reasonably ) necessary to carry on the conduct business now operated by them and, to the knowledge of their businesses the Company, as currently conducted; proposed to be conducted by the Company and its Subsidiaries as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. Neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware of (iii) the any infringement, misappropriation or other violation of any Intellectual Property Rights owned or purported to be owned rights of any third party by the Company or any Company Subsidiary of its Subsidiaries or (the “Company Owned ii) any facts or circumstances which would render, in whole or in part, any Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights exclusively licensed to the Company or any of its Subsidiaries (such Intellectual Property, the “Company Subsidiary, are valid, subsisting and enforceableIntellectual 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 a any third party party: (A) challenging the validity, scope Company’s rights in or enforceability of to any such Company Intellectual Property Rights or Property; (B) alleging challenging the validity, enforceability or scope of any Company Intellectual Property; or (C) asserting 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 its Subsidiaries infringes, misappropriates or otherwise violates, or has infringedwould, misappropriated upon the commercialization of any product or service under development as described in the General Disclosure Package, infringe, misappropriate or otherwise violatedviolate, any Intellectual Property Rights; (vii) rights of such third parties in any material respect. The Company and its Subsidiaries have complied in all employees material respects with the terms of each agreement pursuant to which material Intellectual Property has been licensed to the Company or contractors engaged its Subsidiaries, and, to the 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 Rights for or on behalf of the Company or any its Subsidiaries has signed an agreement containing an assignment to the Company Subsidiary have executed an invention assignment agreement whereby or its Subsidiaries of such employees or contractors presently assign all of their right, title and interest person’s rights in and to such Intellectual Property Rights to the Company or a Company Subsidiaryand, and to the Company’s knowledge knowledge, no such agreement has been breached employee or violated; and (viii) contractor of the Company and 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 useor actions undertaken by the employee while employed with the Company or its Subsidiaries. The Company has taken reasonable steps to protect, maintain and have usedsafeguard its rights and licenses under material Intellectual Property owned by or licensed to the Company, commercially reasonable efforts to appropriately maintain including the execution of appropriate nondisclosure and confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)agreements.

Intellectual Property. Except to as, individually or in the extent it aggregate, has not had and would not reasonably be reasonably expected to have a Material Adverse Effect: (i) Effect on the Company, either the Company and each or a Subsidiary of the Company Subsidiary own owns, or have a valid license is licensed or otherwise possesses adequate rights to use any (in the manner and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or proceduresto the extent it has used the same), trademarks, service marksall trademarks or servicemarks (whether registered or unregistered), trade names, domain names, softwarecopyrights (whether registered or unregistered), data and patents, trade secrets or other worldwide intellectual property or similar proprietary rights, including of any and all registrations and applications for registration thereof and any and all goodwill associated therewith kind used in their respective businesses as currently conducted (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property RightsProperty”). Except as, are solely and exclusively owned by the Company individually or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of businessaggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, (iiia) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, there are valid, subsisting and enforceable, and there is no pending or, to the knowledge of the Company’s knowledge, threatened actionclaims by any Person alleging infringement, suit, proceeding misappropriation or claim dilution by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any of its Subsidiaries of the intellectual property rights of any Person; (b) to the knowledge of the Company, the conduct of the businesses of the Company Subsidiary and its Subsidiaries has not infringed, misappropriated or violated diluted, and does not infringe, misappropriate or dilute, any Intellectual Property Rights intellectual property rights of any third partyPerson; (ivc) neither the Company nor any Company Subsidiary of its Subsidiaries has received made any written notice alleging any claim of infringement, misappropriation or other violation by others of its rights to or in connection with the Company Intellectual Property RightsProperty; (vd) to the knowledge of the Company’s knowledge, no third party Person is infringing, misappropriating or otherwise violating diluting any Company Intellectual Property; (e) the Company 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 contemplated by this Agreement will not result in the loss of, or has infringed, misappropriated give rise to any right of any third party to terminate any of the Company’s or otherwise violatedany Subsidiaries’ rights or obligations under, 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 agreement under which the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees of its Subsidiaries grants to any Person, or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights any Person grants to the Company or any of its Subsidiaries, a license or right under or with respect to any Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Intellectual Property.

Intellectual Property. (a) Except to the extent it as has not had and would not reasonably be reasonably expected to have have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each Company Subsidiary own or 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any a Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case owns free and clear of all liensLiens or has the defensible right to use, defects whether through ownership, licensing or similar encumbrances or other restrictionsotherwise, other than non-exclusive licenses granted all Intellectual Property used in the ordinary course 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 business, (iii) the Company Owned Intellectual Property Rights andDisclosure 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, the threatened by a third party with respect to any Company Intellectual Property Rights licensed to and no Company Intellectual Property is the Company or subject of any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding claim, investigation, arbitration or claim by a third party other proceeding, (Ab) challenging the validity, scope or enforceability of no registration for any such Company Intellectual Property Rights has been cancelled, abandoned or adjudicated invalid, (Bc) alleging that no Person has given notice to the Company or any Company Subsidiary has infringed, misappropriated or violated that the use of any Company Intellectual Property Rights of by the Company, any Company Subsidiary or any licensee is infringing or has infringed any third party; (iv) neither ’s domestic or foreign rights in or to any Intellectual Property, or that the Company nor Company, any Company Subsidiary or any licensee has received misappropriated or improperly used or disclosed any written notice alleging any infringementtrade secret, misappropriation confidential or other violation of Intellectual Property Rights; proprietary information or know-how, (vd) to the Company’s knowledge, no third party none of the Company Intellectual Property has been or is infringing, misappropriating or otherwise violating or has currently being infringed, misappropriated or otherwise violatedviolated by any third party, (e) the 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, any Company Owned Subsidiary or any third party that would void or invalidate any Company Intellectual Property, (g) the Company and each Company Subsidiary has taken reasonable measures to safeguard the confidentiality and value of all Company Intellectual Property Rights; comprising trade secrets or other confidential information, (vih) neither the Company nor no third party has any joint ownership interest in or to 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 which the Company or any Company Subsidiary have executed claims an invention assignment ownership right and (i) the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions will not breach, violate or conflict with any instrument or agreement whereby such concerning any Company Intellectual Property, will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any rights in or to the Company Intellectual Property or 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 date hereof. (b) To the Company’s knowledge, all Software that is reasonably necessary for the conduct of the ADS Business as it is currently conducted was developed by either (i) employees of the Company within the scope of their employment or contractors presently under obligation to assign all of their right, title and interest in and to such Intellectual Property Rights rights to the Company pursuant to a written agreement or (ii) agents, consultants, or independent contractors who have assigned or are obligated to assign all of their rights in such Software to the Company pursuant to a Company Subsidiarywritten agreement. Without limiting the foregoing, and to the Company’s knowledge no such agreement has been breached or violated; knowledge, all former and (viii) current employees, agents, consultants and independent contractors of the Company and or any of the Company Subsidiaries who were or are members of management or who have contributed or participated in the conception or development of Technology that is reasonably necessary for the conduct of the ADS Business as it is currently conducted, or are or will be contributing to or participating in such conception or development, have assigned or otherwise transferred, or are obligated to assign or otherwise transfer pursuant to a written agreement, to the Company all of their rights in any such Technology. (c) To the Company’s knowledge, no Software or other material that is distributed as “free software,” “open source software,” or under a similar licensing or distribution model is incorporated into, combined with, or distributed in conjunction with any product of the ADS Business (“Incorporated Open Source Materials”). To the Company’s knowledge, none of the Incorporated Open Source Materials are licensed under terms that create, or purport to create, obligations for the Company or any of the Company Subsidiaries with respect to its or their Technology that is reasonably necessary for the conduct of the ADS Business as it is currently conducted or that grant, or purport to grant, to any third Person, any rights to such Technology or any immunities under such Intellectual Property (including but not limited to using any Incorporated Open Source Materials that require, as a condition of use, and have usedmodification and/or distribution, commercially reasonable efforts to appropriately maintain that other Software incorporated into, derived from or distributed with such Incorporated Open Source Materials be (i) disclosed or distributed in source code form, (ii) disclosed for the confidentiality purpose of all information intended to be maintained as a trade secret making derivative works, or (including proprietary confidential software source codeiii) redistributable at no charge).

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: as disclosed in or specifically contemplated by Disclosure Documents, (i) the Company and each Company its Subsidiary own or have a obtained valid license to use any and all enforceable licenses or options for the inventions, patent applications, patents, inventionstrademarks (both registered and unregistered), copyrightstradenames, know how (including copyrights and trade secrets necessary for the conduct of the Company's and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data the Subsidiary's respective businesses as currently conducted and other worldwide intellectual property or similar proprietary rights, including any as the Disclosure Documents indicate the Company and all registrations and applications for registration thereof and any and all goodwill associated therewith 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”)that is owned by, or has been licensed to, the Company or the Subsidiary for the product indications described in each case, used in the Disclosure Documents that would preclude the Company or reasonably necessary to the conduct of Subsidiary from conducting their respective businesses as currently conducted; (ii) conducted and as the Disclosure Documents indicate the Company and the Subsidiary contemplate conducting, except for the ownership rights of the owners of the Intellectual Property Rights owned licensed or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned optioned by the Company or the Company Subsidiaries, in each case free and clear Subsidiary; (b) there are currently no sales of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course any products that would constitute an infringement by third parties of business, (iii) the Company Owned any Intellectual Property Rights andowned, to the Company’s knowledge, the Intellectual Property Rights licensed to or optioned by the Company or any Company the Subsidiary, are valid, subsisting and enforceable, and ; (c) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by a third party (A) others challenging the validityrights of the Company or the Subsidiary in or to any Intellectual Property owned, licensed or optioned by the Company or the Subsidiary, other than non-material claims; (d) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope or enforceability of any such Intellectual Property Rights owned, licensed or optioned by the Company or the Subsidiary, other than non-material claims; and (Be) alleging there is no pending or threatened action, suit, proceeding or claim by others that the Company or the Subsidiary infringes or otherwise violates any Company Subsidiary has infringedpatent, 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 infringementtrademark, misappropriation copyright, trade secret or other violation proprietary right of Intellectual Property Rights; (v) to the Company’s knowledgeothers, 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)other than non-material claims.

Intellectual Property. Except where the failure to do so would not have a Material Adverse Effect, each Company Party and each Subsidiary of the Company Parties have, or have rights to use, all Intellectual Property Rights they purport to have or have rights to use, which, in the aggregate for all such Company Party and such Subsidiary, constitute all Intellectual Property Rights necessary or required for use in connection with the businesses of the Company Parties and their Subsidiary as presently conducted. No Company Party and no Subsidiary of any Company Party 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 from the date of this Agreement, and, to the extent it knowledge of each Company Party and its Subsidiaries, no event has occurred that permits, or would permit after notice or passage of time or both, the revocation, suspension or termination of such rights. No Company Party and no Subsidiary of any Company Party has received, since the date of the latest audited financial statements provided to the Lead Investor a written notice of a claim, nor has such a claim been threatened or could reasonably be expected to be made, and no Company Party and no Subsidiary of any Company Party otherwise has any knowledge that any slogan or other advertising device, product, process, method, substance or other Intellectual Property or goods or services bearing or using any Intellectual Property Right presently contemplated to be sold by or employed by Intellectual Property Right of any Company Party or any Subsidiary of any Company Party violate or infringe upon the rights of any Person, except as could not reasonably be reasonably expected to have a Material Adverse Effect: (i) . To the Company and knowledge of each Company Subsidiary own or have a valid license to use any Party and its Subsidiaries, 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the such Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, enforceable and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim existing infringement by a third party (A) challenging the validity, scope or enforceability another Person of any such of the Intellectual Property Rights Rights. Each Company Party and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or (B) alleging that in the aggregate, reasonably be expected to have a Material Adverse Effect. No Company or Party and no Subsidiary of any Company Subsidiary Party has infringed, misappropriated or violated any Intellectual Property Rights of Right registered, or subject to pending applications, in the United States Patent and Trademark Office or any third party; (iv) neither similar office or agency in 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 violatedUnited States, any Company Owned Intellectual Property Rights; (vi) neither the Company nor State thereof, any Company Subsidiary infringespolitical subdivision thereof or in any other country, misappropriates or otherwise violatesother than those set forth on Schedule 3.1(l), or has infringed, misappropriated granted any licenses with respect thereto other than as set forth on Schedule 3.1(l). Schedule 3.1(l) also set forth all Contractual Obligations or otherwise violated, other arrangements of any Company Party or any Subsidiary of any Company Party as in effect on the date hereof pursuant to which such Company Party or such Subsidiary has a license or other right to use any Intellectual Property Rights; (vii) all employees or contractors engaged in owned by another Person and the development of Intellectual Property Rights on behalf dates of the expiration of such Contractual Obligations or other arrangements (collectively, together with such Contractual Obligations or other arrangements as may be entered into by any Company Party or any Subsidiary of any Company Party after the date hereof, the “License Agreements”). All material License Agreements and related rights are in full force and effect, no default or event of default exists with respect thereto in respect of the obligations of licensor or with respect to any royalty or other payment obligations of any Company Party or any Subsidiary have executed an invention assignment agreement whereby of any Company Party or any obligation of any Company Party or any Subsidiary of any Company Party with respect to manufacturing standards, quality control or specifications and each such employees Company Party or contractors presently assign such Subsidiary is in compliance with the terms thereof in all material respects and no owner, licensor or other party thereto has sent any notice of their right, title and interest in and termination or its intention to terminate such Intellectual Property Rights to the Company license 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)rights.

Intellectual Property. Except to as disclosed in the extent it would not be reasonably expected to have a Material Adverse Effect: (i) Registration Statement and the Prospectus, the Company and each Company Subsidiary own the Subsidiaries own, or have a obtained valid license and enforceable licenses for, or other rights to use any and all use, the patent applications, patents, inventionstrademarks, trademark registrations, tradenames, service marks, copyrights, know how (including trade secrets and other unpatented and/or or unpatentable proprietary information necessary for, or confidential informationused in the conduct, processes or procedures)the proposed conduct, trademarks, service marks, trade names, domain names, software, data of the business of the Company and other worldwide intellectual property or similar proprietary rights, including any its Subsidiaries taken as a whole in the manner described in the Registration Statement and all registrations and applications for registration thereof and any and all goodwill associated therewith the Prospectus (collectively, “Intellectual Property RightsProperty”), except as such failure to own or obtain rights would not result in each casea Material Adverse Effect; except as disclosed in the Registration Statement and the Prospectus (i) to the knowledge of the Company, used there are no third parties who have any ownership rights in or reasonably necessary to any Intellectual Property that is owned by the Company, and, to the conduct knowledge of their businesses as currently conductedthe Company, no third party has any ownership right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company, other than the licensor to the Company of such Intellectual Property; (ii) the Company has not received written notice of any material infringement by third parties of any Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, Property; (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party others alleging that the Company is infringing, misappropriating, diluting or otherwise violating any rights of others with respect to any Intellectual Property; (Aiv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope or enforceability of any such Intellectual Property Rights of the patent or (B) alleging that patent applications owned or exclusively licensed by the Company included in the Intellectual Property; (v) the Company has not received written notice of any claim of material infringement with any asserted rights of others with respect to any of the Company’s products, proposed products, processes or Intellectual Property; (vi) except as would not reasonably be expected to result in a Material Adverse Effect, the development, sale and any currently proposed use of any of the products, proposed products or processes of the Company Subsidiary has infringedreferred to in the Registration Statement and the Prospectus, misappropriated in the current or violated proposed conduct of the businesses of the Company in the manner and to the extent described in the Registration Statement and the Prospectus, do not currently, and will not upon commercialization, infringe any Intellectual Property Rights right or valid patent claim of any third party; (ivvii) neither to the knowledge of the Company, the parties prosecuting the patents and patent applications owned or licensed to the Company nor any or under which the Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of rights included in the Intellectual Property Rightshave complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”) in connection with such applications and the Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application, or in the view of the Company could form a reasonable basis of a finding of invalidity with respect to any patents that have issued with respect to such applications; (vviii) there is no prior art that may render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office or of which the Company is otherwise aware; (ix) the product candidates described in the Registration Statement and the Prospectus as under development by the Company or any Subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any Subsidiary; and (x) to the Company’s knowledge, there is no third party is infringing, misappropriating patent or otherwise violating published patent application in the U.S. or has infringed, misappropriated other jurisdiction which contains claims that dominate or otherwise violated, any Company Owned may dominate the Intellectual Property Rightsor that interferes with the issued or pending claims of any such Intellectual Property; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any description of the Intellectual Property Rights; (vii) all employees included or contractors engaged incorporated by reference 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 Registration Statement and the Company Subsidiaries use, Prospectus is accurate and have used, commercially reasonable efforts to appropriately maintain complete in all material respects and presents fairly the confidentiality of all information intended purported to be maintained as a trade secret (including proprietary confidential software source code)described therein.

Intellectual Property. Except where the failure to do so would not have a Material Adverse Effect, each Company Party and each Subsidiary of the Company Parties have, or have rights to use, all Intellectual Property Rights they purport to have or have rights to use, which, in the aggregate for all such Company Party and such Subsidiary, constitute all Intellectual Property Rights necessary or required for use in connection with the businesses of the Company Parties and their Subsidiary as presently conducted. No Company Party and no Subsidiary of any Company Party 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 from the date of this Agreement, and, to the extent it knowledge of each Company Party and its Subsidiaries, no event has occurred that permits, or would permit after notice or passage of time or both, the revocation, suspension or termination of such rights. No Company Party and no Subsidiary of any Company Party has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim, nor has such a claim been threatened or could reasonably be expected to be made, and no Company Party and no Subsidiary of any Company Party otherwise has any knowledge that any slogan or other advertising device, product, process, method, substance or other Intellectual Property or goods or services bearing or using any Intellectual Property Right presently contemplated to be sold by or employed by Intellectual Property Right of any Company Party or any Subsidiary of any Company Party violate or infringe upon the rights of any Person, except as could not reasonably be reasonably expected to have a Material Adverse Effect: (i) . To the Company and knowledge of each Company Subsidiary own or have a valid license to use any Party and its Subsidiaries, 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the such Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, enforceable and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim existing infringement by a third party (A) challenging the validity, scope or enforceability another Person of any such of the Intellectual Property Rights Rights. Each Company Party and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or (B) alleging that in the aggregate, reasonably be expected to have a Material Adverse Effect. No Company or Party and no Subsidiary of any Company Subsidiary Party has infringed, misappropriated or violated any Intellectual Property Rights of Right registered, or subject to pending applications, in the United States Patent and Trademark Office or any third party; (iv) neither similar office or agency in 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 violatedUnited States, any Company Owned Intellectual Property Rights; (vi) neither State thereof, any political subdivision thereof or in any other country, other than those set forth on the Company nor any Company Subsidiary infringes, misappropriates or otherwise violatesDisclosure Schedule, or has infringed, misappropriated granted any licenses with respect thereto other than as set forth on the Disclosure Schedule. The Disclosure Schedule also sets forth all Contractual Obligations or otherwise violated, other arrangements of any Company Party or any Subsidiary of any Company Party as in effect on the date hereof pursuant to which such Company Party or such Subsidiary has a license or other right to use any Intellectual Property Rights; (vii) all employees or contractors engaged in owned by another Person and the development of Intellectual Property Rights on behalf dates of the expiration of such Contractual Obligations or other arrangements (collectively, together with such Contractual Obligations or other arrangements as may be entered into by any Company Party or any Subsidiary of any Company Party after the date hereof, the “License Agreements”). All material License Agreements and related rights are in full force and effect, no default or event of default exists with respect thereto in respect of the obligations of licensor or with respect to any royalty or other payment obligations of any Company Party or any Subsidiary have executed an invention assignment agreement whereby of any Company Party or any obligation of any Company Party or any Subsidiary of any Company Party with respect to manufacturing standards, quality control or specifications and each such employees Company Party or contractors presently assign such Subsidiary is in compliance with the terms thereof in all material respects and no owner, licensor or other party thereto has sent any notice of their right, title and interest in and termination or its intention to terminate such Intellectual Property Rights to the Company license 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)rights.

Intellectual Property. Except to as otherwise described in, or incorporated by reference into, the extent it Registration Statement, Prospectus or Disclosure Package or as would not reasonably be reasonably expected to have to, individually or in the aggregate, result in a Material Adverse Effect: , (i) the Company and each Company Subsidiary its Subsidiaries own or have a valid license possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights 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, tradenames, copyrights, trade names, domain names, software, data and secrets or other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith rights (collectively, “Intellectual Property Rights”), in each case, used in or reasonably ) necessary to the conduct of for their respective businesses as currently now conducted; , (ii) the Company believes it and its Subsidiaries have taken 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 Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of businessits Subsidiaries that is necessary for their respective businesses as now conducted, (iii) the Company Owned Intellectual Property Rights and, to the knowledge of the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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 the Intellectual Property Rights; 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) to the knowledge of the Company’s knowledge, 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 is infringingwhich has been filed, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither to the Company nor any Company Subsidiary infringesknowledge of the Company, misappropriates no proceedings have been instituted or otherwise violatesare pending or threatened in writing, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in which challenge the development of Intellectual Property Rights on behalf rights 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 its Subsidiaries to such use the Intellectual Property Rights owned by or licensed to the Company or a its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company Subsidiaryand its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and to the knowledge of the Company’s knowledge , there is no pending or threatened in writing proceeding by others challenging the validity or scope of any such agreement has been breached or violated; and (viii) the Company Intellectual Property Rights, and the Company Subsidiaries use, and have used, commercially reasonable efforts is unaware of any facts which are reasonably likely to appropriately maintain the confidentiality of all information intended to be maintained as form a trade secret (including proprietary confidential software source code)basis for any such claim.

Intellectual Property. (a) Except to as would not, individually or in the extent it would not be reasonably expected to aggregate, have a Company Material Adverse Effect: (i) the Company and each Company Subsidiary own or 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company a Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and thereof exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of owns all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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 the Owned Intellectual Property, free and clear of all Encumbrances (except for Permitted Encumbrances), and is entitled to use such Owned Intellectual Property Rights to conduct the business of the Company or its Subsidiaries as it is currently conducted. The Company and each Subsidiary of the Company has valid and enforceable rights to use all other Intellectual Property used in, or necessary to conduct, the business of the Company or its Subsidiaries as it is currently conducted, free and clear of all Encumbrances (except for Permitted Encumbrances) (together with the Owned Intellectual Property, the “Company Intellectual Property”). (b) Except as would not, individually or in the aggregate, have a Company SubsidiaryMaterial Adverse Effect, and neither the Company nor any of its Subsidiaries has received written notice of any claim that it, or the business conducted by it, is infringing, diluting or misappropriating or has infringed, diluted or misappropriated any Intellectual Property right of any Person, including any demands or unsolicited offers to license any Intellectual Property. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor the business conducted by the Company or any of its Subsidiaries infringes, dilutes or misappropriates or has infringed, diluted or misappropriated any Intellectual Property rights of any Person; provided, that, this representation shall be subject to the Knowledge of the Company with respect to patent rights of any Person. To the Knowledge of the Company’s knowledge , no such agreement has been breached third party is currently infringing, diluting or violated; misappropriating the Owned Intellectual Property in any material respect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, all of the Company Intellectual Property is valid and enforceable. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, there are no pending or, to the Knowledge of the Company, threatened, Actions by any Person challenging the validity or enforceability of, or the use or ownership by the Company or any of its Subsidiaries of, any of the Company Intellectual Property. To the Knowledge of the Company, no loss or expiration of any of the Company Intellectual Property is threatened, pending or reasonably foreseeable, except for patents expiring at the end of their statutory terms. (viiid) To the Knowledge of the Company, the Company and the Company its Subsidiaries use, have taken all actions reasonably necessary to maintain and have used, commercially reasonable efforts to appropriately maintain the confidentiality protect each material item of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Owned Intellectual Property.

Intellectual Property. Except to the extent it as would not reasonably be reasonably expected expected, individually or in the aggregate, to have a Material Adverse Effect: (i) the Company Each SDH Party and each Company Subsidiary its subsidiaries own or have a valid license the right 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, trade names, domain names, softwaresocial media identifiers and accounts, data and other worldwide source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information, and all other intellectual property or similar proprietary rightsin any and all jurisdictions throughout the world (including all goodwill associated with, including any and all registrations and issuances of and applications for registration thereof and or issuance of, any and all goodwill associated therewith of the foregoing) (collectively, “Intellectual Property RightsProperty”)) used or held for use in, in each caseor otherwise necessary for, used in or reasonably necessary to the conduct of their respective businesses as currently conductedconducted and, to the knowledge of the SDH Parties, as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely each SDH Party and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are its subsidiaries is valid, subsisting and enforceable, and there provided the foregoing representation is no pending or, made to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging knowledge of the validity, scope or enforceability SDH Parties with respect to applications for registration of any such Intellectual Property Rights Property, (iii) each SDH Party’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated otherwise violate any Intellectual Property Rights of any third partyPerson; (iv) neither the Company nor any Company Subsidiary has each SDH Party and its subsidiaries have not received any written notice alleging of any claim relating to the infringement, misappropriation or other violation of any Intellectual Property RightsProperty; (v) to the Company’s knowledgeknowledge of the SDH Parties, no third party the Intellectual Property owned by the SDH Parties and their respective subsidiaries is infringing, misappropriating or otherwise violating or has not being infringed, misappropriated or otherwise violated, violated by any Company Owned Intellectual Property Rightsperson; and (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 each SDH Party 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 Subsidiaries useits subsidiaries take, and have usedtaken, commercially reasonable efforts steps in accordance with customary industry practice to appropriately maintain the confidentiality of all information intended Intellectual Property, the value of which to be maintained as a trade secret (including proprietary confidential software source code)such SDH Party and its subsidiaries is contingent upon maintaining the confidentiality thereof.

Intellectual Property. (a) Except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or except where the failure to do so is a result of a transaction or transactions permitted by this Agreement, each of the Loan Parties (i) is the sole and exclusive owner of the entire right, title, and interest in and to all of the Intellectual Property listed on Schedule 4.21 (as such schedule may be amended or supplemented from time to time pursuant to a Counterpart Agreement or pursuant to Section 5.01(k)(ii), 5.14 or otherwise), and possesses all rights to ▇▇▇ at law or in equity for any infringement, misappropriation or other impairment thereof, including the right to receive all royalties, license fees, proceeds and damages therefrom, free and clear of all Liens, claims and licenses, except for Permitted Liens and (ii) owns or, pursuant to written agreement, has the valid right to use and, where such Loan Party does so, sublicense others to use, all other Intellectual Property used in or necessary to conduct its business (including granting of outbound licenses of such rights). All Material Intellectual Property of each Loan Party is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, nor, in the case of Patents, is any of the Intellectual Property the subject of a reexamination proceeding, and each Loan Party has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks of such Loan Party constituting Material Intellectual Property in full force and effect. No holding, decision, ruling, or judgment has been rendered in any action or proceeding before any court or administrative authority challenging the validity, enforceability, or scope of, or any Loan Party’s right to register, own or use, any Material Intellectual Property of such Loan Party, and no such action or proceeding is pending or, to the extent it knowledge of any Authorized Officer of any Borrower, threatened, nor does any Loan Party know of any valid basis for any such action, except as would not reasonably be reasonably expected to have a Material Adverse Effect: . Except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and each Company Subsidiary own or have a valid license to use any and all patentsregistrations, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations issuances and applications for Copyrights, Patents and Trademarks of each Loan Party are standing in the name of such Loan Party (or the CKI Trust), and (ii) all exclusive Copyright Licenses constituting Material Intellectual Property in respect of registered Copyrights, if any, have been properly recorded in the United States Copyright Office or, where appropriate, any foreign counterpart. To the knowledge of any Authorized Officer of any Borrower, the use of Material Intellectual Property by such Loan Party does not infringe or misappropriate the rights of any person, except as would not reasonably be expected to have a Material Adverse Effect. (b) Except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party has been using appropriate statutory notice of registration thereof in connection with its use of registered Trademarks, proper marking practices in connection with its use of Patents, and any appropriate notice of copyright in connection with the publication of Copyrights. Except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party has taken commercially reasonable steps to protect the confidentiality of its Trade Secrets in accordance with industry standards. Except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party controls the nature and quality of all products sold and all goodwill associated therewith (collectivelyservices rendered by it under or in connection with its Trademarks, “Intellectual Property Rights”)in each case consistent with industry practices, and has taken all commercially reasonable actions necessary to ensure that all licensees of the Trademarks owned by such Loan Party comply with such Loan Party’s standards of quality, in each case, used in or reasonably necessary to the extent such Trademarks constitute Material Intellectual Property. (c) To the knowledge of any Authorized Officer of any Borrower, (i) the conduct of their businesses as currently conducted; such Loan Party’s business does not infringe, misappropriate, dilute or otherwise violate any Intellectual Property right of any other Person, except where such infringement, misappropriation, dilution or other violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ii) no claim exists that the use of any Material Intellectual Property Rights owned or purported to be owned used by the Company any Loan Party (or any Company Subsidiary (of its respective licensees) infringes, misappropriates, dilutes or otherwise violates the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability asserted rights of any such Intellectual Property Rights other Person. To the knowledge of any Authorized Officer of any Borrower, no Person is infringing, misappropriating, diluting or (B) alleging that the Company or otherwise violating any Company Subsidiary has infringed, misappropriated or violated rights in any Intellectual Property Rights owned, licensed or used by such Loan Party, or any of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any its respective licensees, except where such infringement, misappropriation misappropriation, dilution or other violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No settlement or consents, covenants not to ▇▇▇, co-existence agreements, non-assertion assurances, or releases have been entered into by any Loan Party or bind any Loan Party in a manner that could adversely affect such Loan Party’s rights to own, license, transfer, or use any of the Material Intellectual Property Rights; in a manner consistent with the way such Loan Party conducts its business as of the date hereof. (vd) to Except as may be provided under the Company’s knowledgeCKI Documents, no third party is infringingneither the execution, misappropriating delivery or performance of this Agreement and the other Loan Documents, nor the consummation of the Transactions and the other transactions contemplated hereby and thereby, will alter, impair or otherwise violating affect or has infringedrequire the consent, misappropriated approval or otherwise violatedother authorization of any other person in respect of any ownership, contractual or other right of any Company Owned Loan Party in any Material Intellectual Property Rights; Property. (vie) neither Except where the Company nor any Company Subsidiary infringesfailure to do so would not, misappropriates individually or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party has taken commercially reasonable actions to maintain the secrecy and security 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 rightits and its Subsidiaries material Software, title networks and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiarydatabases, and to the Company’s knowledge no of any Authorized Officer of any Borrower, none of the Software owned by the Loan Party or its Subsidiaries and material to their businesses contains any open source code where the consequences of containing such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and code would reasonably be expected to have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Material Adverse Effect.

Intellectual Property. Except (a) Section 4.15(a) of the Company Disclosure Letter contains a complete and accurate list of all Registered IP. All Company Owned IP is subsisting, and, to the extent it would not be reasonably expected Knowledge of the Company, valid and enforceable. (b) The Acquired Companies exclusively own and possess all right, title and interest to have a Material Adverse Effect: (i) and in the Company Owned IP and each Company Subsidiary own or have a valid sufficient rights pursuant to an enforceable written 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company SubsidiariesLicensed IP, in each case free and clear of all liens, defects any Liens (other than Permitted Liens). None of the Registered IP is subject to any pending challenge received by any Acquired Company in writing relating to the invalidity or unenforceability of such Registered IP (excluding ordinary course office actions at the U.S. Patent & Trademark Office or similar encumbrances Governmental Authorities). (c) All Persons (including current and former employees and independent contractors) who have developed, created or contributed to Company Owned IP have assigned to the Acquired Companies in writing, pursuant to a valid and enforceable agreement, all of their rights therein that did not initially vest with the Acquired Companies by operation of law. (d) No Acquired Company has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting, or otherwise violating, in any material respect, any Intellectual Property Right of any other restrictionsPerson and no Proceeding is pending or has been threatened in writing or, to the Knowledge of the Company otherwise threatened, against any Acquired Company alleging any infringement or misappropriation by such Acquired Company of any Intellectual Property Rights of another Person. To the Knowledge of the Company, no Person is infringing, misappropriating, diluting, or otherwise violating, any Company Owned IP. (e) The Acquired Companies take and have taken all reasonable measures necessary to protect, safeguard and maintain the confidentiality of all of the Company Owned IP and their rights therein, including the secrecy, confidentiality and value of trade secrets and other confidential information of the Acquired Companies, and none of the Acquired Companies have disclosed any material confidential Company Owned IP to any Third Party other than pursuant to a written confidentiality agreement pursuant to which such Third Party agrees to protect such confidential information. (f) The Acquired Companies own, lease, license, or otherwise have the legal right to use all Company IT Assets, and such Company IT Assets are adequate and sufficient for the business of the Acquired Companies as it is currently operated and proposed to be operated. The Acquired Companies have implemented and maintain commercially reasonable security, disaster recovery and business continuity plans and procedures. In the last twelve (12) months, there has not been any material failure with respect to any of the Company IT Assets that has not been remedied or replaced in all respects. (g) The Acquired Companies take commercially reasonable steps to prevent the introduction of bugs, disabling codes, spyware, Trojan horses, worms and other malicious code into the Company IT Assets. Since the Look-Back Date, there have not been any material unauthorized intrusions or breaches of security with respect to the Company IT Assets. (h) None of the Acquired Companies use or have used any Open Source Software in a manner that requires any of the Acquired Companies to publicly disclose or distribute the source code to any Software that constitutes Company Owned IP. (i) The Acquired Companies are in compliance with all obligations under any agreement pursuant to which any of the Acquired Companies have obtained the right to use any third party Software, including Open Source Software. (j) Except as set forth on Section 4.15(j) of the Company Disclosure Letter, none of the Acquired Companies is party to or bound by any: (i) agreement under which it is a licensee of or is otherwise granted by a Third Party any rights under any Company Licensed IP (other than licenses of commercially available Software and Open Source Software); (ii) agreement under which it is a licensor of or otherwise grants to a Third Party any rights under any material Company Owned IP (other than non-exclusive licenses granted in the ordinary course Ordinary Course of business, Business); or (iii) agreement pursuant to which any of the Acquired Companies obtain Personal Information from any Third Party (other than agreements pursuant to which any of the Acquired Companies acts solely as a service provider to such Third Party) or provides Personal Information to any Third Party (other than agreements pursuant to which such Third Party acts solely as a Company Owned Service Provider to such Acquired Company); (i) to (iii) each an “Intellectual Property Rights Agreement,” and, to the Company’s knowledgecollectively, the “Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Agreements.”

Intellectual Property. (a) Except to the extent it as would not be reasonably expected to have have, individually or in the aggregate, a Partnership Material Adverse Effect: , either the Partnership or a Partnership Subsidiary (i) is the Company sole and each Company Subsidiary own or 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear exclusive owner of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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 all Partnership Intellectual Property Rights and (ii) has valid and enforceable rights, pursuant to a valid written contract, to use all Partnership Licensed Intellectual Property as the same is used for the conduct of the respective business of the Partnership and the Partnership Subsidiaries currently conducted, in each case (i) and (ii), free and clear of all Liens (other than Partnership Permitted Liens). Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, the Partnership Intellectual Property and such Partnership Licensed Intellectual Property collectively constitute all material Intellectual Property necessary and sufficient for the conduct of the respective business of the Partnership and the Partnership Subsidiaries as currently conducted. Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (A) as of the entry into this Agreement, there are no pending or threatened claims by any person alleging infringement, misappropriation or other violation by the Partnership or any of the Partnership Subsidiaries of any Intellectual Property of any person, or challenging the ownership, use, validity or enforceability of any Partnership Intellectual Property, (B) the conduct of the respective business of the Partnership and the Partnership Subsidiaries has not infringed, misappropriated or otherwise violated, and does not infringe, misappropriate or otherwise violate, any Intellectual Property of any person, (C) as of the entry into this Agreement, neither the Partnership nor any of the Partnership Subsidiaries has made any claim of infringement, misappropriation, or other violation by any person of the Partnership’s or any of the Partnership Subsidiaries’ rights to or in connection with any Partnership Intellectual Property, (D) to the Company knowledge of the Partnership, no person has infringed, misappropriated, or a Company Subsidiaryotherwise violated, or is infringing, misappropriating or otherwise violating, any Partnership Intellectual Property, and (E) the Partnership and each of the Partnership Subsidiaries take and have taken commercially reasonable measures to protect the confidentiality and value of all Trade Secrets included in the Partnership Intellectual Property and Partnership Licensed Intellectual Property. (b) Neither the Partnership nor any of the Partnership Subsidiaries own any proprietary software that is material to the Company’s knowledge no such agreement has been breached or violated; and (viii) conduct of the Company respective business of the Partnership and the Company Partnership Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)currently conducted.

Intellectual Property. Except to as disclosed in the extent it would not be reasonably expected to have a Material Adverse Effect: Pricing Disclosure Package and the final Prospectus, (i) the Company and each Company Subsidiary its subsidiaries own or have a valid license the right 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)patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain namesnames and other source indicators, softwarecopyrights and copyrightable works, data know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property or similar and proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith rights (collectively, “Intellectual Property RightsProperty”)) used, or as contemplated to be used, in each casethe Registration Statement, used in or reasonably necessary to the conduct of their businesses as currently conductedrespective businesses; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights its subsidiaries and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiaryand its subsidiaries, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) others challenging the validity, scope or 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 partyProperty; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (viii) to the knowledge of the Company, Company’s knowledgeand its subsidiaries’ conduct of their respective businesses does not infringe, no third party is infringing, misappropriating misappropriate or otherwise violating or violate, and has not infringed, misappropriated or otherwise violated, any Company Owned valid Intellectual Property Rightsof any person; (viiv) neither the Company nor and its subsidiaries have not received any notice of any claim challenging the Company’s rights in or to its Intellectual Property and there are no actual or, to the knowledge of the Company, threatened claims alleging that the Company Subsidiary infringesor any of its subsidiaries infringe, misappropriates misappropriate or otherwise violatesviolate any third party Intellectual Property; (v) to the knowledge of the Company, or the Intellectual Property of the Company and its subsidiaries is not being, and has not been, infringed, misappropriated or otherwise violated, violated by any Intellectual Property Rightsperson; (viivi) to the knowledge of the Company, all employees or contractors engaged in the development of Intellectual Property Rights owned by the Company or its subsidiaries, on behalf of the Company or any subsidiary of the Company Subsidiary have executed an invention assignment agreement or other 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 Subsidiarythe applicable subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viiivii) to the knowledge of the Company, the Company and the Company Subsidiaries its subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended by the Company to be maintained as a trade secret (including proprietary confidential software source code)secret.

Intellectual Property. (a) Except to the extent it as would not be reasonably expected to have have, individually or in the aggregate, a Company Material Adverse Effect: (i) , the Company and each Company Subsidiary its Subsidiaries own or have a valid and enforceable license to use any all Intellectual Property Rights necessary to, or material and used or held for use in, the conduct of the business of the Company and its Subsidiaries as currently conducted. Section 4.15 of the Company Disclosure Letter lists, as of the date of this Agreement, all patents, inventions, copyrights, know how (including trade secrets Owned Intellectual Property Rights and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Licensed Intellectual Property Rights”), in indicating for each casethe name of the owner thereof. (b) Neither the Company nor any of its Subsidiaries has infringed or otherwise violated any Intellectual Property Right of any Person except as has not had, used in or and would not reasonably necessary be expected to have, a Company Material Adverse Effect. There is no Proceeding pending against, or, to the conduct knowledge of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by Company, threatened against, the Company or any Company Subsidiary of its Subsidiaries (A) based upon, or challenging or seeking to deny or restrict, the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by rights of the Company or any of its Subsidiaries in any of the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the or Licensed Intellectual Property Rights licensed to the Company or any Company SubsidiaryRights, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that any Owned Intellectual Property Right or Licensed Intellectual Property Right is invalid or unenforceable, or (C) alleging that the use of any of the Owned Intellectual Property Rights or Licensed Intellectual Property Rights or that the conduct of the business of the Company or any Company Subsidiary has infringedof its Subsidiaries do or may conflict with, misappropriated misappropriate, infringe or violated otherwise violate any Intellectual Property Rights Right of any third party; Person, except for matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (ivc) neither None of the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of material Owned Intellectual Property Rights; (v) Rights have been adjudged invalid or unenforceable in whole or part, and to the knowledge of the Company’s knowledge, all issued or registered material Owned Intellectual Property Rights are valid and enforceable in all respects, except where the failure to be valid or enforceable has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, no third party is infringing, misappropriating or otherwise violating or Person has infringed, misappropriated or otherwise violated, violated any Company material Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringesRight, misappropriates except as has not had and would not reasonably be expected to have, individually 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 rightaggregate, 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Material Adverse Effect.

Intellectual Property. Except The Company (a) owns or possesses all right, title and interest in and to, or has a right to use, all of the extent it Intellectual Property Rights of the Business, free and clear of all Encumbrances (other than Permitted Liens), except where the failure to so own or posses such Intellectual Property Rights would not reasonably be reasonably expected to have a Material Adverse Effect: , (ib) has not received any written notice of any claim by any third party contesting the Company and each Company Subsidiary own validity, enforceability, use or have a valid license to use ownership of 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the material Intellectual Property Rights owned used in connection with the Business, nor to Seller’s or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledgeKnowledge, the Intellectual Property Rights licensed to the Company or is any Company Subsidiarysuch claim threatened, are valid, subsisting and enforceable, and there is no pending or(c) except as set forth on Schedule 4.12, to Seller’s or the Company’s knowledgeKnowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has not infringed, misappropriated or violated otherwise conflicted in any material respect with any Intellectual Property Rights of any third party, (d) may exercise, transfer or license its material Intellectual Property Rights without restriction or payment to a third party, (e) is not obligated to transfer or license any material Intellectual Property Rights currently held or later obtained to a third party, (f) takes reasonable steps to maintain the secrecy of Confidential Information from which the Company derives independent economic value, actual or potential, from the Confidential Information not being generally known, and (g) has made the necessary filings and recordations and has paid all required fees to record and maintain its ownership of all material Registered Intellectual Property Rights used in the Business. All Intellectual Property Rights will be owned by or available for use by the Company immediately following the Closing on the same terms and conditions as currently owned or used. Schedule 4.12 sets forth a complete and correct list in all material respects of (i) all Registered Intellectual Property Rights owned by, filed in the name of, applied for by, or subject to a valid obligation of assignment to the Company (the “Company’s Registered Intellectual Property Rights”); (ii) all exclusive licenses and exclusive rights to the Company’s Intellectual Property Rights granted by the Company; (iii) all material, non-exclusive licenses and rights to the Company’s Intellectual Property Rights granted by the Company; (iv) neither all exclusive licenses and exclusive rights to Intellectual Property Rights granted to the Company nor any Company Subsidiary has received any written notice alleging any infringementCompany; and (v) all material, misappropriation or other violation nonexclusive licenses and rights to Intellectual Property Rights granted to the Company. To Seller’s and the Company’s Knowledge, there is no material breach of the agreements relating to the grant of these licenses and rights. A complete list of all of the material Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringingother than Trade Secret Rights, misappropriating owned, possessed or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither used by 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 Business has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)set forth in Schedule 4.12.

Intellectual Property. (a) Section 4.17(a) of the Sellers Disclosure Letter sets forth, as of the date hereof, a complete list of all Owned Intellectual Property that is the subject of an application or registration. (b) Except to the extent it as would not reasonably be reasonably expected to have a Business Material Adverse Effect: (i) the Company and each Company , an Acquired Subsidiary own or have a valid license to use any and owns 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”)and has a valid right to use all Licensed Intellectual Property, are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictionsLiens, other than non-exclusive licenses granted Permitted Liens. (c) Except as set forth in Section 4.17(c) of the ordinary course of businessSellers Disclosure Letter, (iiii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no litigation pending or, to the Company’s knowledgeKnowledge of Sellers, threatened actionagainst any Seller or Acquired Subsidiary that involves a claim (A) alleging that the operation of the Business infringes, suitmisappropriates, proceeding dilutes or otherwise violates a third party's Intellectual Property rights, or (B) challenging the ownership, use, validity, enforceability or registrability of any Acquired Intellectual Property and (ii) there is no basis for a claim by of infringement, misappropriation, dilution or other violation of a third party's Intellectual Property rights, whether the claim has been asserted or is unasserted, regarding any of the Owned Intellectual Property and, to the Knowledge of Sellers, there is no basis for a claim of infringement, misappropriation, dilution or other violation of a third party's Intellectual Property rights, whether the claim has been asserted or is unasserted, regarding any of the Licensed Intellectual Property. (d) Except as set forth in Section 4.17(d) of the Sellers Disclosure Letter, no Seller or Affiliate has brought or, to the Knowledge of Sellers, threatened a claim against any third party (A) challenging the validityalleging infringement, scope misappropriation, dilution or enforceability other violation of (i) any such material Owned Intellectual Property Rights Property, or (ii) except as would not reasonably be expected to have a Business Material Adverse Effect on any non-material Owned Intellectual Property, or (B) alleging that challenging any such third party's ownership or use of, or the Company validity, enforceability or registrability of, such third party's Intellectual Property, and, to the Knowledge of Sellers, there is no basis for a claim regarding any Company of the foregoing. (e) Except as would not reasonably be expected to have a Business Material Adverse Effect, to the Knowledge of Sellers, no Acquired Subsidiary is in material breach of any agreement for the provision or use of Licensed Intellectual Property. (f) Each Acquired 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 established and interest in and to such Intellectual Property Rights to the Company or maintains a Company Subsidiarycommercially reasonable security program, and to the Company’s knowledge no is in substantial compliance with such agreement has been breached or violated; and program. (viiig) the Company and the Company Subsidiaries use, and have used, Each Acquired Subsidiary utilizes commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential available anti-virus software source code)in accordance with industry standards.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company CenterState and each Company Subsidiary own of its Subsidiaries owns, or have a valid license is licensed 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of any material Liens), all liensIntellectual Property necessary for the conduct of its business as currently conducted. Except as would not reasonably be expected to have, defects either individually or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course aggregate, a Material Adverse Effect on CenterState: (a) (i) to the knowledge of businessCenterState, (iii) the Company Owned use of any Intellectual Property Rights andby CenterState and its Subsidiaries does not infringe, misappropriate or otherwise violate the rights of any person and is in accordance with any applicable license pursuant to the Company’s knowledge, the Intellectual Property Rights licensed to the Company which CenterState or any Company Subsidiary, are valid, subsisting and enforceableCenterState Subsidiary acquired the right to use any Intellectual Property, and there is (ii) no pending or, person has asserted in writing to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging CenterState that the Company CenterState or any Company Subsidiary of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such person, (b) to the knowledge of CenterState, no person is challenging, infringing on or otherwise violating any right of CenterState or any of its Subsidiaries with respect to any Intellectual Property Rights of any third party; owned by and/or licensed to CenterState or its Subsidiaries, and (ivc) neither the Company CenterState nor any Company CenterState Subsidiary has received any written notice alleging of any infringement, misappropriation or other violation of Intellectual Property Rights; (v) pending claim with respect 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 owned by CenterState 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 CenterState Subsidiary, and CenterState and its Subsidiaries have taken commercially reasonable actions to avoid the Company’s knowledge no abandonment, cancellation or unenforceability of all Intellectual Property owned or licensed, respectively, by CenterState and its Subsidiaries. For purposes of this Agreement, “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 renewal of any such agreement has been breached registration or violatedapplication; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all 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 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 (viii) the Company and the Company Subsidiaries useregistrations or applications for registration of copyrights in any jurisdiction, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including any renewals or extensions thereof; and any similar intellectual property or proprietary confidential software source code)rights.

Intellectual Property. Except (i) The Loan Parties will do or cause to be done all things necessary to preserve, renew, and keep in full force and effect all Intellectual Property material to the extent it would conduct of the business of the Loan Parties. With respect to each item of its material Registered Intellectual Property, the Loan Parties will take all commercially reasonable steps (including making payments of maintenance fees and taxes; filing divisionals, continuations, continuations-in-part, reissues, and renewal applications or extensions; and participating in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings) to (i) maintain the validity and enforceability of any such Registered Intellectual Property and (ii) pursue the registration and maintenance of each such registration or application, now or hereafter included in the Intellectual Property of the Loan Parties. The Loan Parties will not do or permit any act or knowingly omit to do any act whereby any of their material Intellectual Property may lapse, be reasonably expected terminated, or become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value). In the event that any Loan Party has reason to have believe that any Intellectual Property material to the conduct of the business of such Loan Party and its Subsidiaries has been or is likely to be infringed, misappropriated or diluted by a Material Adverse Effect: third party, such Loan Party shall, if consistent with its reasonable business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as appropriate in such Loan Party's reasonable business judgment. No Loan Party shall make any assignment or agreement in conflict with the security interest in the Intellectual Property of such Loan Party granted to Lender hereunder; and (ii) In the event that any Loan Party develops or acquires an ownership or other interest in any Intellectual Property after the Effective Date (“After Acquired Intellectual Property”), (i) the Company provisions of this Agreement shall automatically apply thereto, and each Company Subsidiary own (ii) any such After-Acquired Intellectual Property shall automatically become part of the Collateral subject to the terms and conditions of this Agreement. Such Loan Party shall (i) with respect to any United States registered Copyrights or have a valid license to use any and all patentsexclusive Copyright Licenses for United States Copyrights, inventionswithin ten (10) days of such acquisition, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or proceduresprovide the Lender with an updated Schedule 5.01(m), trademarks(ii) with respect to any United States Patents and Trademarks, service markswithin sixty (60) days of such acquisition, trade namesprovide the Lender with an updated Schedule 5.01(m) and (iii) promptly after providing such updates, domain names, software, data execute and other worldwide deliver to the Lender an appropriate supplement to the applicable intellectual property or similar proprietary rights, including security agreement to evidence the Lender’s security interest in any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “After-Acquired Intellectual Property Rights”), in consisting of Registered Intellectual Property. In each case, used in or such Loan Party will promptly cooperate as reasonably necessary to enable the conduct of their businesses as currently conducted; (ii) Lender to make any necessary or advisable recordations with the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely United States Patent and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or 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 Trademark Office and the Company Subsidiaries useUnited States Copyright Office, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)applicable.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary its subsidiaries own or have a valid license the right to use any and all patents, patent rights, statutory invention rights, community designs, invention disclosures, rights in utility models and industrial designs, inventions, copyrightsregistered and unregistered copyrights (including copyrights in software), know how intellectual property rights in technology and software, data, knowhow (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, business names, trade names, logos, slogans, trade dress, design rights, Internet domain names, softwaresocial media accounts, data 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 worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property RightsProperty”), in each case, ) used in or reasonably necessary to for the conduct of their businesses as currently conductedrespective businesses; (ii) the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned of any person; (iii) the Company and its subsidiaries have not received any written notice of, or purported are otherwise aware of, any claim relating to be owned Intellectual Property, including any claim alleging any infringement, misappropriation or other violation of, or conflict regarding, any Intellectual Property of 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 Intellectual Property of the Company and its subsidiaries is not being and has not been infringed, misappropriated or otherwise violated by any person and there is no pending or threatened action, suit, proceeding or claim by the Company or any of its subsidiaries against a third party regarding the foregoing. As of the date hereof, as of the Closing Date and as of the Additional Closing Date, as the case may be, the Company Subsidiary (the “Company Owned does not and will not have any license agreements pursuant to which Intellectual Property Rights”), are solely and exclusively has been licensed to the Company. All Intellectual Property owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned such Intellectual Property Rights and, to the Company’s knowledgeProperty, the “Company Intellectual Property Rights licensed to the Company or any Company Subsidiary, are Property”) is valid, subsisting and enforceable, enforceable and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a any third party (A) challenging the validity, ownership, registrability, scope or enforceability of any such Company Intellectual Property Rights and the Company and its subsidiaries are unaware of any facts or (B) alleging that circumstances which 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 any Company Subsidiary has infringedof its subsidiaries and who is, misappropriated was or, in the case of current employees and contractors, is reasonably expected to be involved in the creation or violated development of 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 for 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 has executed a valid, written agreement containing an effective, present and valid assignment to the Company or any Company Subsidiary have executed an invention assignment agreement whereby of its subsidiaries of such employees or contractors presently assign all of their right, title and interest person’s rights in and to such Intellectual Property Rights to Property. The Company is not aware of any violation by any current or former employee of the Company or any of its subsidiaries of any term of any agreement or covenant to or with a Company Subsidiary, and former employer of such employee where the basis of such violation relates to the Companysuch employee’s knowledge no such agreement has been breached or violated; and (viii) employment with the Company and or any of its subsidiaries or actions undertaken by the employee while employed with the Company Subsidiaries use, and have used, commercially or any of its subsidiaries. The Company has taken all reasonable efforts steps necessary to appropriately maintain the confidentiality of all information intended 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 be maintained as 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 trade secret (including proprietary duty to, maintain the confidentiality of such material confidential software source code)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.

Intellectual Property. Except Disclosure Schedule 4.13 contains a true and correct list of all of the Intellectual Property, including, but not limited to, all trade and corporate names and registered and unregistered product names and trademarks used by the Seller in connection with the Business or the products used during the past three (3) years, all licenses and other rights granted by the Seller to any third party with respect to such Intellectual Property and all such licenses and other rights granted by any third party to the extent it would Seller except for licenses covering “off the shelf” or downloadable software that is generally available to the public and has not be reasonably expected to have a Material Adverse Effect: been materially modified or customized. Except as set forth on Disclosure Schedule 4.13, (ia) the Company Seller owns and each Company Subsidiary own possesses all right, title and interest in and to, or have has a valid license to use any and to, 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary 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 to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by necessary for the Company or any Company Subsidiary (operation of the “Company Owned Business as presently conducted and none of such Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, has been abandoned; (iiib) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a any third party (A) challenging contesting the validity, scope enforceability, use or enforceability ownership of any such Intellectual Property Rights or has been made against the Seller, is currently outstanding or, to the Knowledge of the Seller, is credibly threatened in writing, and to the Knowledge of the Seller, there is no reasonable basis for any such claim; (Bc) alleging that none of the Company Seller or any Company Subsidiary registered agent thereof has infringedreceived any written notices of an allegation of any infringement or misappropriation by, misappropriated or violated other conflict with, any third party with respect to such Intellectual Property, nor has any such Person received any claims of infringement or misappropriation of or other conflict with any Intellectual Property Rights of any third party; (ivd) neither to the Company Knowledge of the Seller, the Seller has not infringed, misappropriated or otherwise violated in any material respect any Intellectual Property of any third party, nor any Company Subsidiary has received any written notice alleging to the Knowledge of the Seller will any infringement, misappropriation or other violation of conflict with respect to the Intellectual Property Rightsoccur as a result of the transactions described herein; and (ve) to the Company’s knowledgeKnowledge of the Seller, no third party other Person 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 violatesviolating, 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Property.

Intellectual Property. (a) Except to the extent it as would not have or reasonably be reasonably expected to have have, individually or in the aggregate, a Company Material Adverse Effect: (i) , the Company and each Company Subsidiary its Significant Subsidiaries either own or have a valid license right to use any and all such patents, inventionstrademarks, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarksnames, service marks, trade names, domain names, softwarecopyrights and any applications and registrations for any of the foregoing, data trade secrets, know-how, technology, software and other worldwide intangible intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith rights (collectively, “Intellectual Property RightsProperty”), in each case, used in or reasonably ) as are necessary to conduct the conduct business of their businesses the Company and its Significant Subsidiaries as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned conducted by the Company and its Significant Subsidiaries. To the Knowledge of the Company, and except as would not have or any reasonably be expected to have, individually or in the aggregate, a Company Subsidiary Material Adverse Effect, (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by a) neither the Company nor any of its Significant Subsidiaries is currently infringing, misappropriating or the Company Subsidiariesviolating, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, past two (iii2) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary years has infringed, misappropriated or violated any Intellectual Property Rights of any third party; party and (ivb) 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 currently 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 owned by or contractors engaged exclusively licensed to the Company or any of its Significant Subsidiaries. Except as would not have or reasonably be expected to have, individually or in the development aggregate, a Company Material Adverse Effect, as of the date of this Agreement there are no actions, suits, claims or proceedings pending or, to the Knowledge of the Company, threatened that (i) challenge or question the Company’s ownership or right to use Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees of its Significant Subsidiaries or contractors presently assign all of their right(ii) assert infringement, title and interest in and to such Intellectual Property Rights to misappropriation or violation by the Company or any of its Significant Subsidiaries of any Intellectual Property of a third party. It is agreed and understood that no representation or warranty is made in respect of Intellectual Property matters in any section of this Agreement other than this Section 4.15(a). (b) The Company Subsidiaryand its Significant Subsidiaries have taken commercially reasonable steps to protect the information technology systems used in connection with the conduct of the business of the Company and its Significant Subsidiaries (“IT Systems”) from Contaminants. As used herein, and to “Contaminants” means any material “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other software routines or hardware components that permit unauthorized access or the unauthorized disablement or erasure of such software or data or other software of users. To the Company’s knowledge Knowledge, (i) there have been no such agreement has been breached material unauthorized intrusions or violated; breaches of the security of the Company’s or any of its Significant Subsidiaries’ IT Systems, and (viiiii) the data and information which they store or process has not been corrupted in any material discernible manner or accessed without the Company’s or any of its Significant Subsidiaries’ authorization, in the case of each of clauses (i) and (ii), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Material Adverse Effect.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary its Subsidiaries own or 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 systems or procedures), trademarks, service marks, marks and trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith names (collectively, “Intellectual Property Rights”), in each case, ) used in or reasonably necessary to the conduct of their respective businesses as currently conductedconducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights its Subsidiaries and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiaryand its Subsidiaries, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) others challenging the validity, scope or enforceability of any such Intellectual Property Rights which action, suit, proceeding or (B) alleging that claim, if the Company or any Company Subsidiary has infringedsubject of an unfavorable decision, misappropriated or violated any Intellectual Property Rights of any third partywould reasonably be expected to result in a Material Adverse Effect.; (iviii) neither the Company nor any Company Subsidiary of its Subsidiaries has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property RightsRights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (viv) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating violating, or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property RightsRights owned by the Company; (viv) neither the Company nor any Company Subsidiary of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property RightsRights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (viivi) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any subsidiary of the 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 Subsidiarythe applicable subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viiivii) the Company and the Company its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)secret.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary its Subsidiaries own or possess, have a valid license to, or can acquire rights to use any and all (whether by ownership or license) on reasonable terms, adequate patents, inventionspatent applications, copyrights, technology, data, know how (including inventions, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, trade names, domain names, software, data and names or other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property RightsProperty”), in each case, used in or reasonably ) necessary to carry on the conduct business now operated by them and, to the knowledge of their businesses the Company, as currently conducted; proposed to be conducted by the Company and its Subsidiaries as disclosed in the Registration Statement and the Prospectus. Neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware of (iii) the any infringement, misappropriation or other violation of any Intellectual Property Rights owned or purported to be owned rights of any third party by the Company or any Company Subsidiary of its Subsidiaries or (the “Company Owned ii) any facts or circumstances which would render, in whole or in part, any Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights exclusively licensed to the Company or any of its Subsidiaries (such Intellectual Property, the “Company Subsidiary, are valid, subsisting and enforceableIntellectual 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 Change. 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 a any third party party: (A) challenging the validity, scope Company’s rights in or enforceability of to any such Company Intellectual Property Rights or Property; (B) alleging challenging the validity, enforceability or scope of any Company Intellectual Property; or (C) asserting 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 its Subsidiaries infringes, misappropriates or otherwise violates, or has infringedwould, misappropriated upon the commercialization of any product or service under development as described in the Registration Statement or the Prospectus, infringe, misappropriate or otherwise violatedviolate, any Intellectual Property Rights; (vii) rights of such third parties in any material respect. The Company and its Subsidiaries have complied in all employees material respects with the terms of each agreement pursuant to which material Intellectual Property has been licensed to the Company or contractors engaged its Subsidiaries, and, to the 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 Rights for or on behalf of the Company or any its Subsidiaries has signed an agreement containing an assignment to the Company Subsidiary have executed an invention assignment agreement whereby or its Subsidiaries of such employees or contractors presently assign all of their right, title and interest person’s rights in and to such Intellectual Property Rights to the Company or a Company Subsidiaryand, and to the Company’s knowledge knowledge, no such agreement has been breached employee or violated; and (viii) contractor of the Company and 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 useor actions undertaken by the employee while employed with the Company or its Subsidiaries. The Company has taken reasonable steps to protect, maintain and have usedsafeguard its rights and licenses under material Intellectual Property owned by or licensed to the Company, commercially reasonable efforts to appropriately maintain including the execution of appropriate nondisclosure and confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)agreements.

Intellectual Property. (a) Except to as set forth on Section 4.09(a) of the extent it would not be reasonably expected to have a Material Adverse Effect: Disclosure Schedules: (i) To the Company Knowledge of Seller, the Transferred IP Rights are enforceable, valid and each Company Subsidiary own subsisting and there is no objection or have a valid license to use claim being asserted or threatened in writing by any and all patentsPerson challenging the scope, inventionsownership, copyrightsinventorship, know how (including trade secrets and other unpatented and/or unpatentable proprietary validity or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including enforceability of any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, Transferred IP Rights; provided that the foregoing “Intellectual Property Rights”), in each case, used in or reasonably necessary Knowledge of Seller” qualifier shall not apply with respect to the conduct of their businesses as currently conducted; Transferred Trademark Rights; (ii) on the Intellectual Property Effective Date, one or more of Seller or the Divesting Entities is, and at the Closing, Seller or one or more of Seller or the Divesting Entities will be, (A) the sole and exclusive beneficial and, with respect to applications and registrations, record owner of, and hold good, saleable and sole title to the Transferred IP Rights owned other than the Transferred IP Rights that are licensed to Seller or purported one or more of the Divesting Entities, in which case, Seller or one or more of the Divesting Entities is the holder of an assignable valid right or license to be owned such licensed Transferred IP Rights, and (B) the beneficial owner of the Licensed Seller Know-How (other than Licensed Seller Know-How that are licensed or granted to Seller under the License); (iii) other than pursuant to the Commercialization Agreement, no license of any kind relating to any Transferred IP Right has been granted by the Company Seller or any Company Subsidiary Divesting Entity to any third parties (the “Company Owned Intellectual Property Rights”)except for immaterial, are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted to use Transferred IP Rights to customers and suppliers in the ordinary course of business, ); (iiiiv) the Company Owned Intellectual Property Transferred IP Rights are, to the Knowledge of Seller, free and clear of any Liens, other than Permitted Liens or pursuant to the License, except as would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Purchased Assets or the conduct of the Business; provided that the foregoing “Knowledge of Seller” qualifier shall not apply with respect to the Transferred Trademark Rights; (v) there are no Legal Proceedings or other claims pending or threatened by Seller or any of its Affiliates against any Person, and none of Seller or any of its Affiliates has provided notice of any Person’s Infringement of any Transferred IP Right or Licensed Seller Know-How, in each case, except as would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Purchased Assets or the operation of the Business; (vi) there are no Legal Proceedings or other claims pending, or to the Knowledge of Seller, threatened against Seller or any of its Affiliates by any Person, and none of Seller or, to the Knowledge of Seller, any of its Affiliates received written notice (including in the form of offers, invitations to obtain a license or cease-and-desist letters) from any Person that the conduct of the Business (including the use of Licensed Seller Know-How), including the marketing and sale of the Products in the United States, constitutes Infringement of any IP Right of such Person, in each case, except as would not, individually or in the aggregate, reasonably expected to be materially adverse to the Purchased Assets or to the operation of the Business; (b) Except as set forth on Section 4.09(b) of the Disclosure Schedules, the Transferred IP Rights constitute all of the IP Rights owned or licensed to or by Seller and its Affiliates at the Closing relating to the Products, except in respect of the manufacture and packaging of the Products. To the Knowledge of Seller, all assignments, declarations and powers of attorney (collectively, “Formalities”) with respect to the Transferred IP Rights have been properly obtained and recorded. (c) The License is valid and binding on Seller or the Divesting Entity that is a party thereto and, to the Company’s knowledgeKnowledge of Seller, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceableGrünenthal, and there is no pending orin full force and effect, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law), and neither Seller nor any of the Divesting Entities nor, to the Company’s knowledgeKnowledge of Seller, threatened actionGrünenthal is in material breach thereof or in material default thereunder, suitand no event has occurred that, proceeding with the giving of notice or claim lapse of time or both, would constitute a material breach thereof or material default thereunder. (d) Seller, and each Divesting Entity, has taken and currently takes commercially reasonable measures to protect the confidentiality of confidential information material to the conduct of the Business and owned, used or held for use in the conduct of the Business by a third party (A) challenging Seller or any Divesting Entity, and to the validityKnowledge of Seller, scope or enforceability there has not been any disclosure of any material trade secret or confidential information owned, used or held for use in the conduct of the Business to any Person in a manner that has resulted in the loss of 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 trade secret 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 rights in and to such Intellectual Property information. (e) To the Knowledge of Seller, the development, sale, distribution or other commercial exploitation (as currently marketed by Purchaser) of Products as of the date hereof do not infringe upon or misappropriate and have not infringed upon or misappropriated, any United States IP Rights of any Person; provided that the foregoing “Knowledge of Seller” qualifier shall not require due inquiry. (f) Section 4.09(f) of the Disclosure Schedules lists all of the U.S. Patents licensed from Grünenthal under the terms of the License that relate to the Company or a Company Subsidiary, and Products. (g) Other than pursuant to the Company’s knowledge no such agreement Commercialization Agreement, or pursuant to the Transferred Contracts, Seller has been breached not licensed or violated; and (viii) sublicensed IP Rights licensed to Seller under the Company and License to any third party other than for immaterial, non-exclusive licenses incidental to development, manufacturing, sale, marketing or distribution of the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Product.

Intellectual Property. Except to as set forth in Section 2.8 of the extent it would not be reasonably expected to have a Material Adverse Effect: Nova Disclosure Letter: (a) To the knowledge of Nova, (i) the Company operation of the business of Nova and each Company Subsidiary of its Subsidiaries as currently conducted, including their products and services, does not infringe or misappropriate in any material respect the Intellectual Property (defined below) of any third party or constitute unfair competition or unfair trade practices under the laws of any jurisdiction, and (ii) Nova and its Subsidiaries own or have a valid license possess sufficient rights 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, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “material Intellectual Property Rights”), in each case, used in or reasonably necessary to for the conduct operation of their businesses as currently conducted; . (iib) Neither Nova nor any of its Subsidiaries have received any written notice from any third party as of the date hereof, and, to the knowledge of Nova, there is no other assertion or pending threat from any third party, that the operation of the business of Nova or any of its Subsidiaries as currently conducted, or any of their products or services, infringes or misappropriates the Intellectual Property Rights of any third party or constitutes unfair competition or unfair trade practices under the laws of any jurisdiction. Neither Nova nor any its Subsidiaries have brought or have been a party to any suits, arbitrations or other adversarial proceedings with respect to a third party’s Intellectual Property that remain unresolved. (c) To the knowledge of Nova, as of the date hereof, no person is infringing or misappropriating any material Intellectual Property owned or purported to be owned exclusively licensed by the Company Nova or any Company Subsidiary (the “Company Owned of its Subsidiaries. Neither Nova nor any its Subsidiaries have brought or have been a party to any suits, arbitrations or other adversarial proceedings with respect to their Intellectual Property Rights”)against any third party that remain unresolved. (d) Nova and its Subsidiaries are not subject to any judgment, are solely order, writ, injunction or decree of any court or any Federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, which restricts or impairs the use of any material Intellectual Property of Nova and its Subsidiaries. The Intellectual Property owned or exclusively owned licensed by the Company or the Company Subsidiaries, in each case Nova is free and clear of any Liens. (e) To the knowledge of Nova, Nova and each of its Subsidiaries are in compliance in all liensmaterial respects with, defects or similar encumbrances and have not breached in any material respect any term of any contracts, licenses or other restrictions, other than non-exclusive licenses agreements in which Nova and its Subsidiaries have granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated received any Intellectual Property Rights (“Nova IP Agreements”). To the knowledge of Nova, all third parties to such Nova IP Agreements are in compliance in all material respects with, and have not breached in any material respect, any of their terms. (f) The Merger will not result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Nova’s rights or obligations or alter the rights or obligations of any third party; (iv) neither party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the Company nor creation of a Lien on any Company Subsidiary has received of the properties or assets of Nova or 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 violatedits Subsidiaries pursuant to, 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 Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code).material Nova IP