Common use of Intellectual Property Clause in Contracts

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as currently conducted or as currently proposed to be conducted as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement Agreement, except as would for such expirations, terminations or abandonments, which could not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None The Company has no knowledge of facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any personRights. The Company and its subsidiaries have taken has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result that are necessary to conduct its business as described in the loss or impairment of, or payment of, Prospectus and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesProspectus Supplement.

Intellectual Property. (a) The Company and its Subsidiaries own or possess adequate rights or licenses to use all Intellectual Property necessary to the Subsidiaries haveconduct of their businesses as now conducted, or have rights to use, and such Intellectual Property represents all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other material intellectual property rights necessary to the conduct of their business as now conducted. There are no infringements or other violations of any Intellectual Property owned by the Company or any of its Subsidiaries by any third party, except for such infringements and similar rights necessary violations which, individually or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectivelyaggregate, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date The conduct of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge business of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value as currently conducted does not infringe or otherwise violate any proprietary right or Intellectual Property of all of their intellectual propertiesany third party, except where failure to do so could notfor such infringements and other violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None There is no Proceeding pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary: (i) alleging any such infringement or other violation of any third party’s proprietary rights; or (ii) challenging the Company’s or any Subsidiary’s ownership or use of, or the validity or enforceability of any material Intellectual Property Rights owned by the Company or its Subsidiaries, excluding any office action or other form of preliminary or final refusal of registration in the ordinary course of business, except for any Proceedings which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) All material registered Intellectual Property and applications for registration of material Intellectual Property anywhere in the world that are owned or filed by the Company or a Subsidiary of the Company (collectively, “Registered Intellectual Property”) are owned by the Company or its Subsidiaries, free and clear of Encumbrances of any nature. All Registered Intellectual Property is subsisting, valid and enforceable, currently in compliance with any and all legal requirements necessary to maintain the validity and enforceability thereof and not subject to any outstanding Judgment materially and adversely affecting the Company use thereof or rights thereto or that would materially impair the validity or enforceability thereof. To the Company’s knowledge, no material Registered Intellectual Property is the subject of any Proceeding before any governmental, registration or other authority in any jurisdiction, excluding any office action or other form of preliminary or final refusal of registration in the ordinary course of business. The consummation of the transactions contemplated under the Transaction Documents will not alter or impair any Intellectual Property that is owned by or used pursuant to a license by the Company or a Subsidiary. (c) The Company and its Subsidiaries have taken commercially reasonable measures to protect the secrecy, and confidentiality of all of their trade secrets and there has been no unauthorized disclosure of any material data or information which, but for any such unauthorized disclosure, the Company would consider to be a trade secret owned by the Company or any of its Subsidiaries Subsidiaries. (d) Each employee in their respective businesses has been obtained research and development function who in the regular course of his employment may create programs, modifications, enhancements or is being used by other inventions, improvements, discoveries, methods or works of authorship have signed an assignment or similar agreement with or otherwise have a binding legal obligation to the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding Subsidiaries confirming the Company’s or any of its subsidiariesSubsidiaries’ right ownership or, in the alternate, transferring and assigning to own the Company or use any of the its Subsidiary all right, title and interest in and to such programs, modifications, enhancements or other inventions including copyright and other Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conductedrights therein. To the knowledge of the Company and its SubsidiariesCompany, no employee of any of the Company or and its subsidiaries Subsidiaries is the subject of any pending claim or proceeding involving a in material violation of any term of any employment contract, patent or invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to any patent or with a former employer, where the basis of such violation relates to such employee’s invention disclosure provisions in any employment with the Company agreement or its subsidiaries other contract or actions undertaken by the employee while employed with the Company or its Subsidiariesagreement.

Intellectual Property. The Company Each of the Borrower and the its Restricted Subsidiaries haveowns, or have rights has a valid license to use, all patentsIntellectual Property necessary for the conduct of its business as currently conducted free and clear of all Liens except as permitted by the Loan Documents, patent applicationsother than Intellectual Property owned by a Special Purpose Entity, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which except where the failure to do so have could would not reasonably be expected to have a Material Adverse Effect (collectivelyEffect. To the Borrower’s knowledge, no holding, injunction, decision or judgment has been rendered by any Governmental Authority against the “Intellectual Property Rights”). None of, Borrower or any Restricted Subsidiary and neither the Company Borrower nor any Subsidiary of its Restricted Subsidiaries has received a notice entered into any settlement stipulation or other agreement (written except license agreements in the ordinary course of business) which would limit, cancel or otherwise) that question the validity of the Borrower’s or any ofRestricted Subsidiary’s rights in, the any Intellectual Property Rights in any respect that would reasonably be expected to have a Material Adverse Effect. To Borrower’s knowledge, no claim has expired, terminated been asserted or been abandoned, threatened or is expected to expire pending by any Person challenging or terminate questioning the use by the Borrower or be abandonedits Restricted Subsidiaries of any Intellectual Property owned by the Borrower or any of its Restricted Subsidiaries or the validity or effectiveness of any Intellectual Property, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither To the Company nor any Subsidiary has receivedBorrower’s knowledge, since the date use of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or by the Borrower and its Restricted Subsidiaries does not infringe upon on the rights of any Person, except as could not have or reasonably be expected to not have Person in a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, manner that would reasonably be expected to have a Material Adverse Effect. None The Borrower and its Restricted Subsidiaries take all reasonable actions that in the exercise of the their reasonable business judgment should be taken to protect their Intellectual Property, including Intellectual Property Rights used by the Company or any of its Subsidiaries that is confidential in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights includingnature, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, except where the basis of such violation relates failure to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesdo so would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property. The Company and the its Subsidiaries haveown, or have possess adequate rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), copyrights, licenses and other intellectual property rights and similar rights necessary or required as are material for use in connection with the conduct of their respective businesses as currently conducted or as currently proposed to be conducted, in each case, as described in the SEC Public Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). To the knowledge of the Company, neither the Company nor its Subsidiaries is infringing, and upon commercialization of any product or service described in the Public Reports, will not infringe on, any valid claim of any issued patents, copyrights or trademarks of others. The Company has not conducted a “freedom to operate” study. None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement Agreement, except as where such action would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Public Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights Company’s products or planned products as described in the Public Reports violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its SubsidiariesCompany, no employee of any employee, consultant or independent contractor of the Company or its subsidiaries Subsidiaries is the subject of in or has ever been in violation in any pending claim or proceeding involving a violation material respect of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition invention assignment agreement, non- competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employeremployer or independent contractor where the basis of such violation relates to such employee’s employment or independent contractor’s engagement with the Company or its Subsidiaries or actions undertaken while employed or engaged with the Company or its Subsidiaries. The Company and its Subsidiaries have taken reasonable measures to protect its confidential information and trade secrets of its business and to maintain and safeguard the Company’s Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements, and to the Company’s knowledge, no employee of the Company or 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 any of its subsidiaries Subsidiaries. All patents and patent applications owned by or actions undertaken licensed to the Company or its Subsidiaries or under which the Company or its Subsidiaries have rights, to the knowledge of the Company, been duly and properly filed and maintained; to the knowledge of the Company, there are no material defects in any of the patents or patent applications disclosed in the Public Reports as being owned by the employee while employed with the Company or its Subsidiaries; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and disclosure to the United States 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 could form the basis of a finding of invalidity with respect to any patents that have issued with respect to such applications.

Intellectual Property. The Except as set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus, to the Company’s knowledge, the Company and the Subsidiaries have, or have rights to useuse (or can acquire on reasonable terms), all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports Registration Statement, the Preliminary Prospectus and the Prospectus and which the failure to so have could reasonably be expected to have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within or incorporated by reference into the SEC ReportsRegistration Statement, the Preliminary Prospectus and the Prospectus, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any PersonPerson or is aware of any facts which would form a reasonable basis for any such claim, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries. The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse EffectAgreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim claim, has been accused or otherwise has any knowledge that the Intellectual Property Rights violate or infringe (and will not infringe) upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any personRights. The Company and its subsidiaries have taken has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of that are necessary to conduct its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesbusiness.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written 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 except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any PersonPerson and neither is aware of any facts which would form a reasonable basis for any such claim, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional material amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. (a) The Company Grantor does not have any interest in, or title to, any Patent Collateral, Trademark Collateral or Copyright Collateral except as set forth in Exhibit D. This Security Agreement is effective to create a valid and continuing Lien and, upon filing of this Security Agreement (and, in the case of Copyright Collateral described in Section 4.7(g), any amendments hereto) with the United States Copyright Office and the Subsidiaries havefiling of appropriate financing statements in the appropriate filing offices, fully perfected first priority security interests in favor of the Lender on the Grantor’s Patents, Trademarks and Copyrights (subject to Permitted Liens), and, upon completion of the foregoing actions, all action necessary or desirable to protect and perfect the Lender’s security interest and Liens on the Patent Collateral, Trademark Collateral or Copyright Collateral shall have been duly taken. (b) Each registered Patent identified in Exhibit D is subsisting and has not been adjudged invalid, unpatentable, or have rights unenforceable, in whole or in part, and is enforceable, except as otherwise set forth on Exhibit D. Grantor has not granted any license, release, covenant not to use▇▇▇, or non-assertion assurance to any Person with respect to any part of the Patent Collateral except as otherwise disclosed in Exhibit D. The Patent License Rights are in full force and effect, and Grantor is not in default under any of the Patent License Rights, and, to Grantor’s knowledge, no event has occurred which with notice, the passage of time, the satisfaction of any other condition, or all patentsof them, patent applicationsmight constitute a default by Grantor under the Patent License Rights. (c) Each registered Trademark identified in Exhibit D is subsisting and has not been adjudged invalid, trademarksunregisterable or unenforceable, in whole or in part, and each registered trademark applicationsand service ▇▇▇▇ and, to Grantor’s knowledge, each application for trademark and service marks▇▇▇▇ registration is valid, trade namesregistered or registrable and enforceable. Grantor has notified Lender in writing of all prior uses of any material item of Trademark Collateral of which Grantor is aware which could lead to such item becoming invalid or unenforceable, trade secretsincluding prior unauthorized uses by third parties and uses which were not supported by the goodwill of the business connected with such item. Grantor has not granted any license, inventionsrelease, copyrightscovenant not to ▇▇▇, licenses or non-assertion assurance to any Person with respect to any part of the Trademark Collateral except as otherwise disclosed in Exhibit D. Reasonable and other intellectual property rights and similar rights necessary or required for use proper statutory notice has been used in connection with their respective businesses as described the use of each registered trademark and service ▇▇▇▇. The Trademark License Rights are in the SEC Reports full force and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None ofeffect, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or Grantor is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of in default under any of the Intellectual Property Trademark License Rights and, to Grantor’s knowledge, no event has occurred which with notice, the passage of time, the satisfaction of any other condition, or all of them, might constitute a default by Grantor under the Trademark License Rights. (d) Each registered Copyright identified in Exhibit D is subsisting and has not been adjudged invalid, unregisterable or unenforceable, in whole or in part, and each registered Copyright and, to Grantor’s knowledge, each application for copyright registration is valid, registered or registrable and enforceable. Grantor has not granted any license, release, covenant not to ▇▇▇, or non-assertion assurance to any Person with respect to any part of the Copyright Collateral except as otherwise disclosed in Exhibit D. Reasonable and proper statutory notice has been used in connection with the use of each registered copyright. The Company Copyright License Rights are in full force 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment ofeffect, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use Grantor is not in default under any of the Intellectual Property Copyright License Rights as owned or used in the conduct of such partyand, to Grantor’s business as currently conducted. To the knowledge of the Company and its Subsidiariesknowledge, no employee event has occurred which with notice, the passage of time, the satisfaction of any other condition, or all of them, might constitute a default by Grantor under the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesCopyright License Rights.

Intellectual Property. The To the Company’s knowledge, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any PersonPerson and neither is aware of any facts which would form a reasonable basis for any such claim, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or or, except as would not have a Material Adverse Effect, is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse EffectAgreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any personRights. The Company and its subsidiaries have taken has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result that are necessary to conduct its business as described in the loss or impairment of, or payment of, Pricing Prospectus and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesProspectus.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or or, except as would not have a Material Adverse Effect, is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse EffectAgreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any personRights. The Company and its subsidiaries have taken has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result that are necessary to conduct its business as described in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesSEC Reports.

Intellectual Property. The Company (a) Section 4.11(a) of the Disclosure Schedules lists all (i) Partnership IP Registrations. All required filings and fees related to Partnership IP Registrations have been timely filed with and paid to the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses relevant Governmental Authorities and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None ofauthorized registrars, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any ofall Partnership IP Registrations are otherwise in good standing, 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 except as would not reasonably be expected to have a Partnership Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. . (b) The consummation of the transactions contemplated by this Agreement hereunder will not result in the loss or impairment of, of or payment of, and of any additional amounts with respect to, nor require the consent of any other Person in respect of, any other person regarding the CompanyPartnership’s or any of its subsidiaries’ right to own own, use or hold for use any material Intellectual Property as owned, used or held for use in the conduct of the Partnership’s business or operations as currently conducted. (c) The Partnership’s rights in Partnership Intellectual Property are valid, subsisting and enforceable, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity) and except as would not reasonably be expected to have a Partnership Material Adverse Effect. The Partnership has taken all commercially reasonable steps to maintain Partnership Intellectual Property and to protect and preserve the confidentiality of all material trade secrets included in the Partnership Intellectual Property, except as would not reasonably be expected to have a Partnership Material Adverse Effect. (d) To the Knowledge of the Partnership, the conduct of the Partnership’s business as currently and formerly conducted does not infringe, misappropriate or otherwise violate the Intellectual Property or other rights of any Person, except as would not reasonably be expected to have a Partnership Material Adverse Effect. To the Knowledge of the Partnership, no Person is currently infringing, misappropriating, diluting or otherwise violating, any Partnership Intellectual Property in a way as would be expect to have a Partnership Material Adverse Effect. (e) There are no Actions (including any oppositions, interferences or re-examinations) pending or, to the Knowledge of the Partnership, threatened: (i) alleging any infringement, misappropriation, dilution or violation of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of Person by the Company Partnership; (ii) challenging the validity, enforceability, registrability or its subsidiaries is the subject ownership of any pending claim Partnership Intellectual Property or proceeding involving a the Partnership’s rights with respect to any Partnership Intellectual Property; or (iii) by the Partnership or any other Person alleging any infringement, misappropriation, dilution or violation by any Person of Partnership Intellectual Property. The Partnership is not subject to any outstanding Governmental Order (including any motion or petition therefor) that does or would restrict or impair the use of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesmaterial Partnership Intellectual Property.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except Agreement. Except as would not reasonably be expected to have a Material Adverse Effect. Neither set forth in the SEC Reports, neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and other than as set forth in the SEC Reports there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any personRights. The Company and its subsidiaries have taken has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of that are necessary to conduct its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesbusiness.

Intellectual Property. (a) Section 4.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of all material patents, pending applications for patents, registered trademarks, pending application for registration of trademarks, registered copyrights, included in the Company Intellectual Property (“Registered Intellectual Property”), and including, for each item, the record owner of such item, the jurisdiction in which such item has been issued, registered, or filed, and the issuance, registration or application number and date for such item. All necessary registration, maintenance, renewal, and other relevant filing fees due through the date hereof have been paid and all necessary documents and certificates in connection therewith have been filed with the relevant authorities in the United States or applicable foreign jurisdictions, as the case may be, so as to maintain the material Registered Intellectual Property in full force and effect. All material Registered Intellectual Property is subsisting and, to the Knowledge of the Company and the Company Subsidiaries, such Registered Intellectual Property of a type subject to legal protection and enforcement is valid and enforceable. (b) The Company and the Company Subsidiaries havesolely and exclusively own the Company Intellectual Property, free and clear of all Liens except for Permitted Liens, or have rights a valid right to use, use all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described material Intellectual Property used in the SEC Reports operation of the businesses of the Company and which the Company Subsidiaries as presently conducted (the “Licensed Intellectual Property”), except where the failure to so own or have could the right to use such Company Intellectual Property and Licensed Intellectual Property, respectively, would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect Effect. The Company Intellectual Property and such Licensed Intellectual Property constitute all of the material Intellectual Property used in or necessary for the operation of the businesses of the Company and the Company Subsidiaries as currently conducted. The Company and the Company Subsidiaries have taken commercially reasonable actions to preserve and protect the confidentiality, secrecy and value of all Trade Secrets included in the Company Intellectual Property and all Trade Secrets owned by any Person to whom the Company or any Company Subsidiary has a confidentiality obligation, except where the failure to do so would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. No material Trade Secret included in the Company Intellectual Property has been authorized to be disclosed, or the Knowledge of the Company and the Company Subsidiaries, has been actually disclosed to any Person other than pursuant to a written confidentiality Contract, except where the failure to do so would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. (collectivelyc) To the Knowledge of the Company and the Company Subsidiaries, (i) the operation of the business of the Company and the Company Subsidiaries as presently conducted does not and has not, since September 1, 2019 through the date hereof, infringed upon, misappropriated, diluted or otherwise violated any Intellectual Property of any other Person, (ii) there is no Proceeding pending or threatened in writing, challenging or seeking to deny or restrict the rights of the Company and Company Subsidiaries in any Company Intellectual Property or alleging that the operation of the business of the Company and the Company Subsidiaries as presently conducted infringes upon, misappropriates, dilutes or otherwise violates or has infringed upon, misappropriated, diluted or otherwise violated, since September 1, 2019 through the date hereof, any Intellectual Property of any other Person, and (iii) to the Knowledge of the Company and the Company Subsidiaries, no Person is or has, infringed upon, misappropriated, diluted or otherwise violated, any Company Intellectual Property owned by the Company or any Company Subsidiary, in each case of (i), (ii) and (iii), except for such matters that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. (d) None of the Company or any of its Subsidiaries is a party to any Contract requiring the deposit of any source code or related source materials for any material Company Software, and no material Company Software has been placed into escrow for the benefit of any Person. The Company and each of the Company Subsidiaries have complied and comply with all license terms applicable to any Open Source Software that is or has been included, incorporated or embedded in, linked to, combined or distributed with, or used in the delivery or provision of any Company Software, except where the failure to do so would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, no Open Source Software is or has been included, incorporated or embedded in, linked to, combined or distributed with or used in the delivery or provision of any Company Software, in a manner that subjects any Company Software to any Copyleft License. (e) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, the “Intellectual Property Rights”)IT Systems are adequate and sufficient for the operation of the business of the Company and the Company Subsidiaries and operate and perform in a manner that permits the Company and each Company Subsidiary to conduct its business as currently conducted. None ofThe Company and the Company Subsidiaries have taken commercially reasonable actions to protect and maintain the confidentiality, integrity and security of their material computers, systems, network equipment, and neither other information technology assets (and the information stored thereon) and hardware, used, owned, or leased by or licensed to the Company nor any Subsidiary and the Company Subsidiaries (the “IT Systems”) against unauthorized use, access, interruption, modification or corruption. To the Knowledge of the Company, no such unauthorized use, security breaches, access, interruption, modification or corruption of the IT Systems has received a notice (written or otherwise) that any ofoccurred, 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 except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 notto, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company (i) To the Knowledge of Seller, except as set forth in Schedule 3.01(s)(i) of the Disclosure Schedules, there is not now and has not been during the Subsidiaries havepast three (3) years any infringement or misappropriation by Seller of any valid patent, or have rights to use, all patents, patent applications, trademarks, trademark applications, service markstrademark, trade namesname, servicemark, copyright, trade secrets, inventions, copyrights, licenses and other secret or similar intellectual property rights and similar rights necessary which relates to the Acquired Interests or required for use in connection with their respective businesses as described in the SEC Reports assets of the Acquired Companies and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None ofis owned by any third party, and neither there is not now any existing or, to the Company nor Knowledge of Seller, threatened claim against Seller of infringement or misappropriation of any Subsidiary has received a notice (written patent, trademark, trade name, servicemark, copyright trade secret or otherwise) that similar intellectual property which directly relates to the Acquired Interests or the assets of the Acquired Companies and which is owned by any ofthird party and which, the Intellectual Property Rights has expiredin each case, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither . (ii) Each Acquired Company owns or has the Company nor any Subsidiary has receivedvalid right to use pursuant to license, since the date of the latest audited financial statements included within the SEC Reportssublicense, a written notice of a claim agreement or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Personpermission, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable in each case free and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value clear of all Liens other than Permitted Liens, any intellectual property necessary for it to conduct its business as currently conducted, other than such intellectual property the absence of their intellectual properties, except where failure which ownership or the right to do so could use would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None . (iii) There is no pending or, to the Knowledge of the Intellectual Property Rights used Seller, threatened claim by the Company S▇▇▇▇▇ against others for infringement or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation misappropriation of any contractual obligation binding on the Company trademark, trade name, servicemark, copyright, trade secret or any of its subsidiaries in violation of the rights of any person. The Company similar intellectual property owned by Seller and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used which is utilized in the conduct of such party’s the business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving Acquired Companies that would reasonably be expected to have a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesMaterial Adverse Effect.

Intellectual Property. The Except as set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus, to the Company’s knowledge, the Company and the Subsidiaries have, or have rights to useuse ( or can acquire on reasonable terms), all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports Registration Statement, the Preliminary Prospectus and the Prospectus and which the failure to so have could reasonably be expected to have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within or incorporated by reference into the SEC ReportsRegistration Statement, the Preliminary Prospectus and the Prospectus, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any PersonPerson or is aware of any facts which would form a reasonable basis for any such claim, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries. The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or or, except as would not have a Material Adverse Effect, is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse EffectAgreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any personRights. The Company and its subsidiaries have taken has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result that are necessary to conduct its business as described in the loss or impairment of, or payment of, Prospectus and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesProspectus Supplement.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries. The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.

Intellectual Property. (i) The Company and the Subsidiaries have, or have rights to (A) use, all patentspatents and patent applications (collectively, patent applications, “Patents”); trademarks, trademark applications, service marks, logos, packaging designs, Internet domain names and trade namesnames (collectively, “Marks”); know-how and trade secretssecrets including without limitation any inventions (whether or not patentable) (collectively, inventions“Trade Secrets”), copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports (“Business”) and (B) to sell all Products, and which the failure to do so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement Agreement, except as would could not reasonably be expected to have result in a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have result in a Material Adverse Effect. All Intellectual Property Rights owned by or exclusively licensed to the Company or the Subsidiaries that have been issued by, or registered with, or the subject of an application filed with, as applicable, the U.S. Patent and Trademark Office, the U.S. Copyright Office or any similar office or agency anywhere in the world are currently in material compliance with formal legal requirements (including without limitation, as applicable, payment of filing, assignment recordations, examination and maintenance fees, inventor declarations, proofs of working or use, timely post-registration filing of affidavits of use and incontestability, and renewal applications). To the knowledge of the Company, all such Intellectual Property Rights are valid and enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None . (ii) No Patent has been or is now involved in any reissue, re-examination, inter-partes review, post-grant review, or opposition proceeding; all products made, used or sold under the Patents have been marked with the proper patent notice. (iii) There are no pending or, to the knowledge of the Intellectual Property Rights used Company, threatened claims against the Company alleging that any of the operation of the Business or any activity by the Company Company, or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation manufacture, sale, offer for sale, importation, and/or use of any contractual obligation binding on Product infringes or violates (or in the Company past infringed or any of its subsidiaries in violation of violated) the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution others (“Third Party IP Assets”) or constitutes a misappropriation of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result (or in the loss past constituted a misappropriation of) any subject matter of any Third Party IP Assets or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use that any of the Intellectual Property Rights as owned are invalid or used in unenforceable. (iv) Neither the conduct operation of such party’s business as currently conducted. To the Business, nor any activity by the Company, nor manufacture, use, importation, offer for sale and/or sale of any Product, to the knowledge of the Company and its SubsidiariesCompany, no employee infringes or violates (or in the past infringed or violated) any Third Party IP Asset or constitutes a misappropriation of (or in the past constituted a misappropriation of) any subject matter of any Third Party IP Asset. (v) The Company owns all rights in or to all inventions, improvements, ideas, discoveries, writings, works of authorship, other intellectual property, and information relating to the Business that have been created or developed by each employee, consultant or contractor of the Company or its subsidiaries the Subsidiaries within the scope of employment or engagement, as applicable, and all Intellectual Property Rights related thereto; in each case where a Patent is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with held by the Company or its subsidiaries the Subsidiaries by assignment, the assignment has been duly recorded with the U.S. Patent and Trademark Office and all similar offices and agencies anywhere in the world in which foreign counterparts are registered or actions undertaken issued. (vi) Schedule 3.1(o)(vi) contains a complete and accurate list of all Patents owned by the employee while employed with Company and the Subsidiaries or used or held for use by the Company or its Subsidiariesthe Subsidiaries in the Business, registered and material unregistered Marks owned by the Company or the Subsidiaries or used or held for use by the Company or the Subsidiaries in the Business and registered and material unregistered copyrights owned by the Company or the Subsidiaries or used or held for use by the Company or the Subsidiaries in the Business.

Intellectual Property. The Except as set forth on Schedule 3.1(q), the Company and the Subsidiaries have, or have rights to useuse or own or possess, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights it believes are necessary or required for use in connection with their respective businesses as described in the SEC Reports Registration Statement, the General Disclosure Package or the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). To the knowledge of the Company, the Company is not now infringing, and upon further development or commercialization, will not infringe, any valid claim of any issued patents, copyrights or trademarks of others. The Company has not conducted a “freedom to operate” study. None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement Agreement, except as where such action would not reasonably be expected to have a Material Adverse Effect. Neither Other than as specifically described in the Registration Statement, the General Disclosure Package or the Prospectus, neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the Registration Statement, the General Disclosure Package, the Prospectus or the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights Company’s products or planned products as described in the Registration Statement, the General Disclosure Package or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its the 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company Each of the Borrower and the its Restricted Subsidiaries haveowns, or have rights has a valid license to use, all patentsIntellectual Property necessary for the conduct of its business as currently conducted free and clear of all Liens except as permitted by the Loan Documents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which except where the failure to do so have could would not reasonably be expected to have a Material Adverse Effect (collectivelyEffect. To the Borrower’s knowledge, no holding, injunction, decision or judgment has been rendered by any Governmental Authority against the “Intellectual Property Rights”). None of, Borrower or any Restricted Subsidiary and neither the Company Borrower nor any Subsidiary of its Restricted Subsidiaries has received a notice (written entered into any settlement stipulation or otherwise) that other agreement which would limit, cancel or question the validity of the Borrower’s or any ofRestricted Subsidiary’s rights in, the any Intellectual Property Rights in any respect that would reasonably be expected to have a Material Adverse Effect. To Borrower’s knowledge, no claim has expired, terminated been asserted or been abandoned, threatened or is expected to expire pending by any Person challenging or terminate questioning the use by the Borrower or be abandonedits Restricted Subsidiaries of any Intellectual Property owned by the Borrower or any of its Restricted Subsidiaries or the validity or effectiveness of any Intellectual Property, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither To the Company nor any Subsidiary has receivedBorrower’s knowledge, since the date use of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or by the Borrower and its Restricted Subsidiaries does not infringe upon on the rights of any Person, except as could not have or reasonably be expected to not have Person in a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, manner that would reasonably be expected to have a Material Adverse Effect. None The Borrower and its Restricted Subsidiaries take all reasonable actions that in the exercise of the their reasonable business judgment should be taken to protect their Intellectual Property, including Intellectual Property Rights used by the Company or any of its Subsidiaries that is confidential in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights includingnature, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, except where the basis of such violation relates failure to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesdo so would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property. The To the Company’s knowledge, the Company and the Subsidiaries have, or have rights to useuse (or can acquire on reasonable terms), all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could reasonably be expected to have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within or incorporated by reference into the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any PersonPerson or is aware of any facts which would form a reasonable basis for any such claim, except as could would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Except where the failure to do so would not have a Material Adverse Effect, each Company and the Subsidiaries haveParty has, or has rights to use, all Intellectual Property Rights they purport to have or have rights to use, which, in the aggregate for all patentssuch Company Party, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights constitute all Intellectual Property Rights necessary or required for use in connection with their respective the businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither of the Company nor any Subsidiary Parties as presently conducted. No Company Party has received a notice (written or otherwise) that any of, 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 except as Agreement, and, to the knowledge of each Company Party no event has occurred that permits, or would not reasonably be expected to have a Material Adverse Effectpermit after notice or passage of time or both, the revocation, suspension or termination of such rights. Neither the No Company nor any Subsidiary Party has received, since the date of the latest audited financial statements included within the SEC ReportsDocuments, 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 otherwise has any knowledge that the any slogan or other advertising device, product, process, method, substance or other Intellectual Property Rights 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 violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Companyeach Company Party, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Each Company and its Subsidiaries have Party has 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None All material Contractual Obligations or other arrangements of any Company Party as in effect on the date hereof pursuant to which such Company Party has a license or other right to use any Intellectual Property owned by another Person (the “License Agreements”) are in full force and effect, no default or event of default exists with respect thereto in respect of the Intellectual Property Rights used by obligations of licensor or with respect to any royalty or other payment obligations of any Company Party or any obligation of any Company Party with respect to manufacturing standards, quality control or specifications and each such Company Party is in compliance with the terms thereof in all material respects and no owner, licensor or other party thereto has sent any notice of termination or its intention to terminate such license or rights, except that the Company or any of may not be current in its Subsidiaries in their respective businesses has been obtained or is being used by payments obligations under its License Agreements with its celebrity co-founders, and such parties have notified the Company or that they do not currently intend to renew such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation License Agreements upon expiration of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesterms thereof.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except Except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None , each Loan Party and each of its Restricted Subsidiaries owns, or possesses the right to use, all of the Intellectual Property trademarks, service marks, trade names, trade dress, domain names, copyrights, patents, patent applications, franchises, licenses, trade secrets, know-how and other intellectual property rights (collectively, “IP Rights”) that are used in the operation of their respective businesses. Set forth on Schedule 5.16 is a complete and accurate list of all registrations or applications for registration in the United States Patent and Trademark Office and the United States Copyright Office of any IP Rights used owned or exclusively licensed by the Company a Loan Party or any of its Restricted Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation as of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conductedClosing Date. To the knowledge of Holdings and the Company Borrower, (i) the conduct of the business of the Loan Parties and its Subsidiariestheir Restricted Subsidiaries does not infringe, misappropriate, dilute or otherwise violate any rights held by any other Person and (ii) no employee of slogan or other advertising device, product, process, method, substance, part or other material now employed or sold, or now contemplated to be employed or sold, by any Loan Party or any Restricted Subsidiary infringes upon, misappropriates, dilutes or otherwise violates any rights held by any other Person except in each case for such infringements, individually or in the aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the Company foregoing is pending or, to the knowledge of Holdings and the Borrower, threatened, which, either individually or its subsidiaries in the aggregate, would reasonably be expected to have a Material Adverse Effect. To the knowledge of Holdings and the Borrower, no Person is infringing, misappropriating, diluting or otherwise violating any IP Rights except, in each case, for any such infringement, misappropriation, dilution or violation, that individually or in the subject of any pending claim or proceeding involving aggregate, would not reasonably be expected to have a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesMaterial Adverse Effect.

Intellectual Property. The To the knowledge of the Company, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written notice (written or otherwise) that any of, the material 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 except as would not reasonably be expected to have a Material Adverse EffectAgreement, other than in accordance with the terms of the Intellectual Property Rights. Neither the Company nor any Subsidiary has received, since the date of the latest audited most recent unaudited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights used by the Company Rights, except as would not have or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any personreasonably be expected to not have a Material Adverse Effect. The Company and its subsidiaries have taken has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights includingthat are necessary to conduct its business, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will except as would not result in the loss have or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right reasonably be expected to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving not have a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesMaterial Adverse Effect.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge and belief of Debtor, all Marks listed on Exhibit B for Debtor and all licenses held by such Debtor related to such Marks constitute all such rights that are required or reasonably necessary for the conduct of the Company, business of Debtor as currently conducted. All such Marks (and all such Intellectual Property Rights applications and registrations therefor) are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of currently in compliance in all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken material respects with all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights legal requirements (including, without limitation, timely filings, proofs and payments of all fees), and are valid and enforceable, and are not subject to any filings, fees or other actions falling due within ninety (90) days after the execution date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of appropriate nondisclosure any and invention assignment agreementsall adverse claims (including by current and former employees and contractors), liens, restrictions or other obligation to pay royalties, honoraria or other fees, any and all Intellectual Property (including without limitation the Marks) used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. No Marks have been within the preceding three (3) years or are now the subject of any claims or litigation and, to the knowledge of Debtor, no claims or litigation have been alleged or threatened. Debtor has taken all reasonable steps to maintain, police and protect the Marks owned or used in the operation of Debtor’s business. The conduct of Debtor’s business as currently conducted or planned to be conducted does not infringe or otherwise impair or conflict with any Intellectual Property or other proprietary or personal rights of any third party, and, to the knowledge of Debtor, the Intellectual Property owned or licensed by Debtor is not being infringed by any third party. There is no litigation or order pending or outstanding, or to the knowledge of Debtor, threatened, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any Marks or any Intellectual Property of Debtor. The consummation of the transactions contemplated by this Agreement hereby will not result in the alteration, loss or impairment ofof the validity, enforceability or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the CompanyDebtor’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s the business of Debtor as currently conducted or proposed to be conducted. To the knowledge Debtor has made available to Secured Party a list of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreementall software (other than generally commercially available, non-solicitation agreementcustom, nondisclosure agreement off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or restrictive covenant used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to or with a former employerany third party, where as the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariescase may be.

Intellectual Property. The Company Except as has not had and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None , (a) the Company and its Subsidiaries own, or have a valid and enforceable license to use (in each case, free and clear of any Liens except for Permitted Liens), all Intellectual Property used in, or necessary for the conduct of, its business, including any registrations or patents for Intellectual Property, in each case (i) owned by the Company and any of its Subsidiaries (all of which are valid and enforceable) or (ii) licensed by the Company and any of its Subsidiaries, (b) to the knowledge of the Company, neither the Company nor any of its Subsidiaries infringe, misappropriate or otherwise violate the Intellectual Property Rights rights of any Third Party in connection with the conduct of the business of the Company and its Subsidiaries as currently conducted, (c) to the knowledge of the Company, no Person is challenging, infringing, misappropriating or otherwise violating any Intellectual Property rights owned by and/or licensed to the Company or its Subsidiaries, (d) neither the Company nor any of its Subsidiaries have received since January 1, 2013 any written notice of any pending claim, action, suit, order or proceeding with respect to any Intellectual Property owned or used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being alleging that any services provided, processes used or products used, imported, offered for sale or sold by the Company or such Subsidiary in violation of its Subsidiaries infringe, misappropriate or otherwise violate any contractual obligation binding on the Company or any of its subsidiaries in violation of the Intellectual Property rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain Person, (e) the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in alter, encumber, impair or extinguish any material Intellectual Property right of the loss Company or impairment its Subsidiaries or impair the right of Parent immediately after the Closing Date to develop, use, sell, license or dispose of, or payment of, and additional amounts with respect to, nor require to bring any action for the consent infringement of, any other person regarding material Intellectual Property right held by the Company’s Company or its Subsidiaries immediately before the Closing Date, (f) the Company and its Subsidiaries take 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 and its Subsidiaries and no such Trade Secrets have been disclosed by the Company or any of its subsidiaries’ right Subsidiaries other than to own employees, representatives and agents of the Company or its Subsidiaries or any Third Party under a confidentiality agreement, and (g) neither the Company nor any of its Subsidiaries have granted any licenses or other use rights, of any kind or nature, in or to any of the Intellectual Property Rights owned by the Company to any Third Party except as owned or used disclosed in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesDisclosure Letter.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwisea) 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 except Except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None be material to the Triage Business, the Asset Seller Entities own all of the Transferred Intellectual Property Rights used by that is Registered free and clear of all Liens (other than Permitted Liens). (b) Except as would not, individually or in the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by aggregate, reasonably be expected to be material to the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation Triage Business, all of the Transferred Intellectual Property that is Registered is subsisting and valid and enforceable. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Triage Business, (i) the Asset Seller Entities own or have sufficient rights to use all Transferred Intellectual Property free and clear of any person. The Company all Liens (other than Permitted Liens), and its subsidiaries (ii) the Asset Seller Entities have taken all commercially reasonable steps in accordance with normal industry practice to protect and maintain the confidentiality of non-public information relating to Transferred Intellectual Property Rights includingmaterial to the Triage Business; provided; however, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by that nothing in this Agreement will not result in the loss Section 4.12(b) shall be interpreted or impairment of, construed as a representation or payment of, and additional amounts warranty with respect to, nor require the consent of, to whether there is any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee infringement of any of the Company or its subsidiaries Intellectual Property, which is the subject of Section 4.12(d). (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Triage Business, no claims or other Actions are pending or, to the Knowledge of Seller, threatened in writing, and since January 1, 2015, no Asset Seller Entity has received any pending written notice or claim (i) challenging the ownership, validity or proceeding involving a violation use by any Asset Seller Entity of any term Transferred Intellectual Property, or (ii) alleging that any Asset Seller Entity is infringing, misappropriating or otherwise violating the Intellectual Property of any employment contractPerson in the operation of the Triage Business. (d) Except as would not, invention disclosure agreementindividually or in the aggregate, patent disclosure agreementreasonably be expected to be material to the Triage Business, noncompetition agreementsince January 1, non-solicitation agreement2015, nondisclosure agreement (i) to the Knowledge of Seller, no Person has infringed, misappropriated, or restrictive covenant otherwise violated the rights of any Asset Seller Entity in any Transferred Intellectual Property, and no Asset Seller Entity has sent any written notice to or with a former employerwritten threat against any Person alleging such infringement, where misappropriation or violation and (ii) the basis operation of such violation relates to such employee’s employment with the Company Triage Business has not violated, misappropriated or its subsidiaries or actions undertaken by infringed the employee while employed with the Company or its SubsidiariesIntellectual Property of any other Person.

Intellectual Property. The Except as disclosed in the Registration Statement, General Disclosure Package, and Prospectus, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses licenses, and other intellectual property rights and similar rights it believes are necessary or required for use in connection with their respective businesses as described in the SEC Reports Registration Statement, the General Disclosure Package, or the Prospectus and which the failure to do so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None ofTo the knowledge of the Company, the Company is not now infringing, and neither except as disclosed in the Prospectus, upon commercialization will not infringe, any valid claim of any issued patents, copyrights, or trademarks of others. The Company has not conducted a “freedom to operate” study. Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, of the Intellectual Property Rights has expired, terminated terminated, or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement Agreement, except as where such action would not reasonably be expected to have a Material Adverse Effect. Neither Other than as specifically described in the Registration Statement, the General Disclosure Package, or the Prospectus, neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the General Disclosure Package, or the Prospectus, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights Company’s products or planned products as described in the Registration Statement, the General Disclosure Package, or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such of the Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its the Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality confidentiality, and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company i. Section 3.1(o)(i) of the Disclosure Schedules set forth a correct and complete list of all Registered Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction. All Issuer Registered Intellectual Property is, subsisting and to the Knowledge of Issuer, valid and enforceable, and not subject to any outstanding Order adversely affecting the validity or enforceability of, or Issuer’s or its Subsidiaries’ ownership or use of, or rights in or to, any such Intellectual Property. ii. Except as set forth in Section 3.1(o)(ii) of the Disclosure Schedules, Issuer and its Subsidiaries havesolely and exclusively own all right, title and interest in and to the Owned Intellectual Property free and clear of all Liens other than Liens created by Issuer. iii. Neither the execution and delivery of this Agreement by Issuer, nor the performance of this Agreement by Issuer, will result in the loss, forfeiture, termination, or impairment of, or give rise to a right of any Person to limit or terminate, or require the consent of, notice to, or payment to any Person for the continued use of, any rights of Issuer or any of its Subsidiaries in any Issuer Intellectual Property. iv. Issuer and its Subsidiaries own, or have valid and sufficient rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights Issuer Intellectual Property necessary or required for use in connection with the conduct of their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”)currently conducted. None of, and neither the Company Issuer nor any Subsidiary its Subsidiaries has received a notice (written or otherwise) that any of, the Issuer 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 abandoned except as would not reasonably be expected to have a an Issuer Material Adverse Effect. Neither the Company Issuer nor any Subsidiary its Subsidiaries has received, since the date of the latest audited consolidated financial statements included within the Issuer SEC ReportsDocuments, a written notice of a claim or otherwise has any knowledge complaint, notice, or demand alleging that the Issuer Intellectual Property Rights violate violates, infringes, misappropriates, or infringe upon dilutes the rights of any PersonPerson or challenging the use, except validity, or enforceability of any rights in any Issuer Intellectual Property. Except as could has not have or had and would not reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 nothave, individually or in the aggregate, reasonably be expected to have a an Issuer Material Adverse Effect. None , neither Issuer nor any of its Subsidiaries nor the conduct of their businesses is infringing, misappropriating, diluting, or otherwise violating and has not infringed, diluted, or otherwise violated the Intellectual Property Rights of any Person. v. To the Knowledge of Issuer, all such Issuer Intellectual Property is enforceable and no Person is infringing, misappropriating, diluting or otherwise violating any of the Issuer Intellectual Property. vi. Issuer and its Subsidiaries have taken commercially reasonable steps to maintain, police and protect the Issuer Intellectual Property that is material to their business (“Issuer Material Intellectual Property”). Issuer has maintained all Trade Secrets included in the Issuer Material Intellectual Property in accordance with protection procedures customarily used in the industry to protect and maintain the confidentiality of Trade Secrets of a similar nature. Trade Secrets included in the Issuer Material Intellectual Property have not been disclosed by Issuer to any Person other than pursuant to written non-disclosure agreements that, to the Company Knowledge of Issuer, have not been breached by such Person. To the Knowledge of Issuer, there has been no unauthorized disclosure of any Issuer Intellectual Property. All current and former officers, directors, employees, personnel, consultants, advisors, agents, and independent contractors of Issuer and its Subsidiaries, and each of their predecessors, who have contributed to or participated in the conception, creation, or development of Intellectual Property for or on behalf of such entities have entered into valid and binding proprietary rights agreements with Issuer or one of its Subsidiaries or predecessors, vesting ownership of such Intellectual Property in Issuer or one of its Subsidiaries. vii. No Software owned by or purported to be owned by Issuer or any of its Subsidiaries in their respective businesses has been obtained (“Owned Software”) (or products containing Owned Software) contains, is derived from, or links to or is being combined or distributed with any Open-Source Software in a manner that requires or purports to require, (i) any Owned Software (or portion thereof) to be disclosed or distributed in source code form or be licensed for the purpose of making derivative works; (ii) any restriction on the consideration to be charged for the distribution of any such any Owned Software; or (iii) any other material limitation, restriction or condition on the right of the Company with respect to its use or distribution of any Issuer Intellectual Property (other than attribution, warranty and liability disclaimer, and notice delivery conditions). Issuer and its Subsidiaries are in material compliance with all licenses or other obligations to which any Open-Source Software used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company Issuer or any of its subsidiaries in violation of the rights Subsidiaries is subject. viii. No Person other than Issuer or its Subsidiaries (and its and their respective authorized employees and authorized independent contractors) has or has had possession of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution source code for any Software that is owned or developed by or on behalf of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s Issuer or any of its subsidiaries’ right Subsidiaries and is material to own their respective businesses, taken as a whole. Neither Issuer nor any Subsidiary of Issuer has any duty or use obligation (whether present, contingent or otherwise) to deliver, license or make available the proprietary source code (excluding, for clarity, any Open Source Software) for any such Software to any escrow agent or other third person, other than any employee, consultant or contractor of Issuer or a Subsidiary of Issuer under confidentiality obligations that prohibit the Intellectual Property Rights as owned or used in the conduct disclosure of such proprietary source code to any third party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Each of the Company and the its Restricted Subsidiaries haveowns, or have rights has a valid license to use, all patentsIntellectual Property necessary for the conduct of its business as currently conducted, patent applicationsfree and clear of all Liens except as permitted by the Loan Documents, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which except where the failure to do so have could would not reasonably be expected to have a Material Adverse Effect (collectivelyEffect. No holding, injunction, decision or judgment has been rendered by any Governmental Authority against the “Intellectual Property Rights”). None of, Company or any Restricted Subsidiary and neither the Company nor any Subsidiary of its Restricted Subsidiaries has received a notice entered into any settlement stipulation or other agreement (written except non-exclusive license agreements in the ordinary course of business) which would limit, cancel or otherwise) that question the validity or enforceability of the Company or any ofRestricted Subsidiaries’ rights in, the any Intellectual Property Rights in any respect that would reasonably be expected to have a Material Adverse Effect. No claim has expired, terminated been asserted or been abandoned, threatened or is expected to expire pending by any Person challenging or terminate questioning the use or be abandonedownership by the Company or its Restricted Subsidiaries of any Intellectual Property used or owned by the Company or any of its Restricted Subsidiaries or the validity or enforceability of any Intellectual Property, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither The use of Intellectual Property by the Company nor any Subsidiary has receivedand its Restricted Subsidiaries and the operation of their businesses does not infringe on, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim misappropriate or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have Person in a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, manner that would reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken Restricted Subsidiaries take all reasonable steps actions that in accordance with normal industry practice the exercise of their reasonable business judgment should be taken to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment their ownership of, and additional amounts with respect to, nor require the consent validity and enforceability of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the all Intellectual Property, including Intellectual Property Rights as owned or used that is confidential in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiariesnature, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, except where the basis of such violation relates failure to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesdo so would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property. The (a) Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess valid and enforceable rights, free and clear of all Liens (except for Permitted Liens), to use all Intellectual Property necessary for the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with conduct of their respective businesses as described in the SEC Reports currently conducted and which the failure to so have could have a Material Adverse Effect (collectively, the “ii) there is no Intellectual Property Rights”). None of, and neither other than the Business Intellectual Property that is necessary for the conduct of the businesses of the Company nor any Subsidiary has received a notice and its Subsidiaries as currently conducted. (written or otherwiseb) that any of, the All registrations with and applications to Governmental Entities in respect of material Business Intellectual Property Rights has expiredowned by the Company are valid and in full force and effect, terminated have not lapsed, expired (other than expirations in accordance with their statutory terms) or been abandonedabandoned (subject to the vulnerability of a registration for trademarks to cancellation for lack of use) and are not the subject of any opposition filed with the United States Patent and Trademark Office or any other applicable Intellectual Property registry, except where such lapse, expiration, abandonment or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as opposition would not have or reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement and by the Plan will not (i) result in the loss or impairment of, of any rights to use any material Business Intellectual Property or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use (ii) obligate any of the Investors to pay any royalties or other amounts to any third party in excess of the amounts that would have been payable by Company and its Subsidiaries absent the consummation of such transactions. (c) To the Knowledge of the Company, the Company and its Subsidiaries are not in default (or with the giving of notice or lapse of time or both, would be in default) under any Contract relating to any material Business Intellectual Property. To the Knowledge of the Company, (i) no material Business Intellectual Property Rights as rights owned by the Company or used in its Subsidiaries are being infringed by any other Person and (ii) the conduct of such party’s business as currently conducted. To the knowledge businesses of the Company and its SubsidiariesSubsidiaries as presently conducted does not violate, no employee infringe or misappropriate any Intellectual Property rights of any of other Persons, except to the Company extent such conflict, infringement or its subsidiaries is misappropriation has not had and would not reasonably be expected to have, individually or in the subject of any pending claim or proceeding involving aggregate, a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesMaterial Adverse Effect.

Intellectual Property. The Company (i) To the Knowledge of the Debtor, the Debtor and the its Subsidiaries have, own or have rights a valid and enforceable right to use, use all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights material Intellectual Property Rights that are used in or necessary or required for use in connection with the conduct of their respective businesses as described presently conducted. All Intellectual Property Rights that are owned by the Debtor or any of its Subsidiaries (“Owned Intellectual Property”) are, to the Knowledge of the Debtor, (A) valid, subsisting and enforceable and (B) not subject to any outstanding Order adversely affecting the Debtor’s or any of its Subsidiaries’ use of, or rights in the SEC Reports and which the failure or to so have could have a Material Adverse Effect (collectively, the “any such Intellectual Property Rights”). None of, except in the case of clauses (A) and neither the Company nor any Subsidiary has received a notice (written or otherwiseB) 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 except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither . (ii) To the Company Knowledge of the Debtor, neither the Debtor nor any Subsidiary has receivedof its Subsidiaries is infringing, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim misappropriating or otherwise has violating any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect. . (iii) To the knowledge Knowledge of the CompanyDebtor, all such no Person is infringing, misappropriating or otherwise violating any Owned Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (iv) To the Knowledge of the Intellectual Property Rights. Debtor, no Person has gained unauthorized access to any Debtor IT Asset, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (v) The Company Debtor and each of its Subsidiaries have taken reasonable are in compliance in all material respects with their respective privacy and security measures policies and with all applicable Laws regarding privacy and personal information, including with respect to protect the secrecycollection, confidentiality storage, transmission, transfer, disclosure and value use of all of their intellectual propertiespersonal information, in each case, except where failure to do so could as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None The Debtor and each of its Subsidiaries have taken commercially reasonable measures consistent with customary industry practices to ensure the Intellectual Property Rights confidentiality, privacy and security of all personal information of their customers and employees, and no Person has gained unauthorized access to, or misused, any such information, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (vi) For purposes of this Agreement, “Debtor IT Assets” means all computers, software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology equipment and associated documentation owned or used by the Company Debtor or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwisei) 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 except Except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect, no Owned Intellectual Property, Contract for Intellectual Property or Contract for IT Assets has lapsed, expired or been abandoned or cancelled, or is subject to any pending, or to the knowledge of the officers of the Company threatened, opposition, cancellation, interference, public protest, domain name dispute or other proceeding and no such item, requires within six months immediately following the date of this Agreement that any material maintenance fee be paid to Former Parent, or that an affidavit of use or renewal be filed as it relates to the Company's registered marks, or that a patent application be timely filed to avoid a rejection under 35 U.S.C. Section 102(b), or that any other material action required to maintain or preserve such item be taken. None Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (x) all Owned Intellectual Property is valid, subsisting and enforceable, (y) no Owned Intellectual Property is subject to any outstanding order, judgment or decree adversely affecting the use thereof or rights thereto, and (z) the Company is the exclusive owner or joint owner of all Owned Intellectual Property free of any Lien. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the officers of the Company, the Licensed-In Intellectual Property is valid, subsisting and enforceable, and no Licensed-In Intellectual Property is subject to any outstanding order, judgment or decree adversely affecting the Company's use thereof or its rights thereto. (ii) The conduct of the business as currently conducted by the Company and its Subsidiaries and for the three year period immediately preceding the date of this Agreement does not and did not infringe, misappropriate or otherwise violate the Intellectual Property Rights used by rights of any third Person, except for such infringements, misappropriations or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and except matters resolved prior to September 30, 2003. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and except matters resolved prior to September 30, 2003, there is no claim asserted, or to the knowledge of the officers of the Company threatened or any basis for threatening, against the Company or any indemnitee of its Subsidiaries the Company concerning the ownership, validity, registerability, enforceability, infringement, use or licensed right to use any Owned Intellectual Property, Licensed-In Intellectual Property or IT Assets. (iii) Except as would not, individually or in their respective businesses has been obtained or is being used the aggregate, reasonably be expected to have a Material Adverse Effect, the execution, delivery and performance by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not alter, impair, diminish or result in the loss of any rights or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge interests of the Company and its Subsidiariesin any Owned Intellectual Property, no employee of Licensed-In Intellectual Property, or any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.IT Assets. As used herein,

Intellectual Property. The Except where the failure to do so would not have a Material Adverse Effect or as noted on the Disclosure Certificate, each Company Party and each Subsidiary of the Subsidiaries Company Parties have, or have rights to use, all patentsIntellectual Property Rights they purport to have or have rights to use, patent applicationswhich, trademarksin the aggregate for all such Company Party and such Subsidiary, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights constitute all Intellectual Property Rights necessary or required for use in connection with their respective the businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither of the Company nor Parties and their Subsidiary as presently conducted. No Company Party and no Subsidiary of any Subsidiary Company Party has received a notice (written or otherwise) that any of, 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 except as Agreement, and, to the knowledge of each Company Party and its Subsidiaries, no event has occurred that permits, or would not reasonably be expected to have a Material Adverse Effectpermit after notice or passage of time or both, the revocation, suspension or termination of such rights. Neither the No Company nor Party and no Subsidiary of any Subsidiary Company Party has received, since the date of the latest audited financial statements Financial Statements included within in the SEC ReportsDisclosure Certificate, 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 the any slogan or other advertising device, product, process, method, substance or other Intellectual Property Rights Right 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 have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Companyeach Company Party and its Subsidiaries, all such Intellectual Property Rights are enforceable and (subject only to the Standard Enforceability Exceptions) and, to the Company’s knowledge, there is no existing infringement by another Person of any of the Intellectual Property Rights. The 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None No Company Party and no Subsidiary of the any Company Party has any Intellectual Property Rights used by Right registered, or subject to pending applications, in the Company United States Patent and Trademark Office or any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, other than those set forth on the Disclosure Certificate on the date hereof (or any later updates acceptable to each Purchaser), or has granted any licenses with respect thereto other than as set forth on the Disclosure Certificate on the date hereof (or any later updates acceptable to each Purchaser). On the date hereof, the Disclosure Certificate also sets forth all Contractual Obligations or other arrangements of its Subsidiaries any Company Party or any Subsidiary of any Company Party as in their respective businesses has been obtained or is being used by effect on the date hereof pursuant to which such Company Party or such Subsidiary in violation has a license or other right to use any Intellectual Property Right owned by another Person and the 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 contractual obligation binding Company Party after the date hereof, the “License Agreements”). All material License Agreements and related rights are identified on the Disclosure Schedule and 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 of its subsidiaries in violation of the rights Subsidiary of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution Party or any obligation of appropriate nondisclosure and invention assignment agreements. The consummation any Company Party or any Subsidiary of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts any Company Party with respect toto manufacturing standards, nor require quality control or specifications and each such Company Party or such Subsidiary is in compliance with the consent ofterms thereof in all material respects and no owner, licensor or other party thereto has sent any other person regarding the Company’s or any notice of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company termination or its subsidiaries is the subject of any pending claim intention to terminate such license or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesrights.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwisea) 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 except Except as would not be reasonably be expected to have result in a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company Parent and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality of the AAdvantage Customer Data and value all Trade Secrets of all of their intellectual properties, except where failure to do so could not, individually or American and its Subsidiaries included in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the AAdvantage Intellectual Property Rights used (and any material Trade Secrets owned by the Company any Person to whom any Loan Party or any of its Subsidiaries has a confidentiality obligation with respect to the AAdvantage Program), as determined in their respective businesses commercially reasonable business judgment. No material portion of the AAdvantage Customer Data, and no such material Trade Secrets have been disclosed by Parent or its Subsidiaries to any Person other than (i) pursuant to a written agreement restricting the disclosure and use thereof or (ii) AAdvantage Customer Data disclosed to members in the ordinary course of operating the AAdvantage Program. Except as would not be reasonably expected to result in a Material Adverse Effect, no current or former employee, contractor or consultant of Parent or its Subsidiaries or their Affiliates has been obtained any right, title or is being used by the Company interest in or such Subsidiary in violation of to any contractual obligation binding on the Company AAdvantage Intellectual Property. All Persons (including any current or former employees, contractors or consultants) who have developed, created, conceived or reduced to practice any material AAdvantage Intellectual Property for Parent or any of its subsidiaries Subsidiaries have assigned all right, title and interest in violation and to all such AAdvantage Intellectual Property pursuant to a valid and enforceable written contract or by operation of law. (b) Following the contribution on the Closing Date of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the AAdvantage Intellectual Property Rights includingby American, directly or indirectly, to Loyalty Co pursuant to the Contribution Agreements, Parent and each of its Subsidiaries (other than Loyalty Co) would not be able to operate the AAdvantage Program in a manner materially consistent with the operation of the AAdvantage Program on the Closing Date, or any other similar airline loyalty program (other than a Permitted Acquisition Loyalty Program or Specified Minority Owned Program), without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts rights granted to American with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the such Intellectual Property Rights as owned or used in under the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesIP Licenses.

Intellectual Property. The Except as set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus, to the Company’s knowledge, the Company and the Subsidiaries have, or have rights to useuse (or can acquire on reasonable terms), all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports Registration Statement, the Preliminary Prospectus and the Prospectus and which the failure to so have could reasonably be expected to have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within or incorporated by reference into the SEC ReportsRegistration Statement, the Preliminary Prospectus and the Prospectus, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any PersonPerson or is aware of any facts which would form a reasonable basis for any such claim, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company Debtor represents and warrants that the Subsidiaries haveCopyrights, Patents and Trademarks listed on Schedules III, IV and V, respectively (if any), constitute all of the registered Copyrights and all of the Patents and Trademarks now owned by Debtor. If Debtor shall (i) obtain rights to any new patentable inventions, any registered Copyrights or any Patents or Trademarks, or (ii) become entitled to the benefit of any registered Copyrights or any Patents or Trademarks or any improvement on any Patent, the provisions of this Agreement above shall automatically apply thereto and Debtor shall give to Secured Party prompt written notice thereof. Debtor hereby authorizes Secured Party to modify this Agreement by amending Schedules III, IV and V, as applicable, to include any such registered Copyrights or any such Patents and Trademarks. Debtor shall have rights the duty (i) to useprosecute diligently any patent, all patentstrademark, patent applicationsor service ▇▇▇▇ applications pending as of the date hereof or hereafter, (ii) to make application on unpatented but patentable inventions and on trademarks, trademark applications, copyrights and service marks, trade namesas appropriate, trade secrets(iii) to preserve and maintain all rights in the Copyrights, inventionsPatents and Trademarks, copyrightsto the extent material to the operations of the business of Debtor and (iv) to ensure that the Copyrights, licenses Patents and other intellectual property rights Trademarks are and similar rights necessary or required for use remain enforceable, to the extent material to the operations of the business of Debtor. Any expenses incurred in connection with their respective businesses as described in Debtor’s obligations under this Section 4.1(f) shall be borne by Debtor. Except for any such items that Debtor reasonably believes (using prudent industry customs and practices) are no longer necessary for the SEC Reports and which the failure on-going operations of its business, no Debtor shall abandon any right to so have could have file a Material Adverse Effect (collectivelypatent, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written trademark or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandonedservice ▇▇▇▇ application, or is expected to expire abandon any pending patent, trademark or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company service ▇▇▇▇ application or any other Copyright, Patent or Trademark without the written consent of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights includingSecured Party, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will which consent shall not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesbe unreasonably withheld.

Intellectual Property. The Except as provided in Schedule 3.1(s), the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights it believes are necessary or required for use in connection with their respective businesses as described in the SEC Reports Registration Statement, the General Disclosure Package or the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None ofTo the knowledge of the Company, the Company is not now infringing, and neither except as provided in Schedule 3.1(s), upon commercialization will not infringe, any valid claim of any issued patents, copyrights or trademarks of others. The Company has not conducted a “freedom to operate” study. Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, 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 Agreement, except as where such action would not reasonably be expected to have a Material Adverse Effect. Neither Other than as specifically described in the Registration Statement, the General Disclosure Package or the Prospectus, neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the Registration Statement, the General Disclosure Package, the Prospectus or the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights Company’s products or planned products as described in the Registration Statement, the General Disclosure Package or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such of the Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its the 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company and the Subsidiaries havehave valid, binding and enforceable licenses or have other rights or clear title to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse EffectAgreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights drug candidates of the Company and its Subsidiaries violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the CompanyCompany and its Subsidiaries, all such Intellectual Property Rights are valid and enforceable with all required fees and maintenance fees for the Intellectual Property Rights having been paid. To the knowledge of the Company and its Subsidiaries, the Company, its Subsidiaries, and their licensors have complied with the duty of candor and disclosure toward the U.S. Patent and Trademark Office or any similar foreign patent office (collectively, the “Patent Offices”) for each of the patents and patent applications included in the Intellectual Property Rights; and has not received notice by the Patent Offices of any adverse proceeding with respect to the Intellectual Property Rights; and all owned Intellectual Property Rights have been assigned to the Company and its Subsidiaries with assignments of all patents and patent applications included in the Intellectual Property Rights have been recorded with Patent Offices as required; and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Except where the failure to do so would not have a Material Adverse Effect, each Company Party and each Subsidiary of the Subsidiaries Company Parties have, or have rights to use, all patentsIntellectual Property Rights they purport to have or have rights to use, patent applicationswhich, trademarksin the aggregate for all such Company Party and such Subsidiary, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights constitute all Intellectual Property Rights necessary or required for use in connection with their respective the businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither of the Company nor Parties and their Subsidiary as presently conducted. No Company Party and no Subsidiary of any Subsidiary Company Party has received a notice (written or otherwise) that any of, of the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two prior to the latest “Maturity Date” (2) years from under and as defined in each Note), and, to the date knowledge of this Agreement except as each Company Party and its Subsidiaries, no event has occurred that permits, or would not reasonably be expected to have a Material Adverse Effectpermit after notice or passage of time or both, the revocation, suspension or termination of such rights. Neither the No Company nor Party and no Subsidiary of any Subsidiary 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 the any slogan or other advertising device, product, process, method, substance or other Intellectual Property Rights Right 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 have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Companyeach Company Party and its Subsidiaries, all such Intellectual Property Rights are enforceable (subject only to the Standard Enforceability Exceptions) and there is no existing infringement by another Person of any of the Intellectual Property Rights. The 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None No Company Party and no Subsidiary of the any Company Party has any Intellectual Property Rights used by Right registered, or subject to pending applications, in the Company United States Patent and Trademark Office or any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, other than those set forth on the Disclosure Certificate on the date hereof (or any later updates acceptable to each Purchaser), or has granted any licenses with respect thereto other than as set forth on the Disclosure Certificate on the date hereof (or any later updates acceptable to each Purchaser). On the date hereof, the Disclosure Certificate also sets forth all Contractual Obligations or other arrangements of its Subsidiaries any Company Party or any Subsidiary of any Company Party as in their respective businesses has been obtained or is being used by effect on the date hereof pursuant to which such Company Party or such Subsidiary in violation has a license or other right to use any Intellectual Property Right owned by another Person and the 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 contractual obligation binding on 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 of its subsidiaries in violation of the rights Subsidiary of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution Party or any obligation of appropriate nondisclosure and invention assignment agreements. The consummation any Company Party or any Subsidiary of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts any Company Party with respect toto manufacturing standards, nor require quality control or specifications and each such Company Party or such Subsidiary is in compliance with the consent ofterms thereof in all material respects and no owner, licensor or other party thereto has sent any other person regarding the Company’s or any notice of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company termination or its subsidiaries is the subject of any pending claim intention to terminate such license or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesrights.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries Subsidiaries in violation of the rights of any person. The Company and its subsidiaries Subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiariesSubsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries Subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive 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 Subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries. The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, knowhow, inventions, copyrights, licenses licenses, governmental authorizations and other intellectual property rights and similar rights (collectively, the “Intellectual Property Rights”) as described in the SEC Reports as necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”)businesses. None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Company’s Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two five (25) years from the date of this Agreement Agreement, except as would for such expiration, termination or abandonment that could not reasonably be expected to have result in a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Company’s Intellectual Property Rights violate or infringe upon the rights Intellectual Property Rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there enforceable. There is no existing infringement by another Person claim, action or proceeding being made or brought, or to the knowledge of any of the Company, being threatened, against Company or its Subsidiaries regarding its Intellectual Property Rights. The Company is unaware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties. There are no third parties who have or, to Company’s knowledge, will be able to establish, rights to any of Company’s Intellectual Property Rights, except where failure to do so could not, individually or in for the aggregate, reasonably be expected to have a Material Adverse Effect. None ownership rights of the owners of the Intellectual Property Rights used by the Company which is licensed or any of its Subsidiaries in their respective businesses has been obtained or assigned to Company. There is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice no patent or, to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of Company, patent application that contains claims that interfere with the Company and its Subsidiaries, no employee issued or pending claims of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employeeCompany’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesIntellectual Property Rights.

Intellectual Property. The Company and the Subsidiaries havehave valid, binding and enforceable licenses or have other rights or clear title to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports Registration Statement and Prospectus and which the failure to do so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse EffectAgreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement and Prospectus, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the CompanyCompany and its Subsidiaries, all such Intellectual Property Rights are valid and enforceable with all required fees and maintenance fees for the Intellectual Property Rights having been paid. To the knowledge of the Company and its Subsidiaries, the Company, its Subsidiaries, and their licensors have complied with the duty of candor and disclosure toward the U.S. Patent and Trademark Office or any similar foreign patent office (collectively, the “Patent Offices”) for each of the patents and patent applications included in the Intellectual Property Rights; and has not received notice by the Patent Offices of any adverse proceeding with respect to the Intellectual Property Rights; and all owned Intellectual Property Rights have been assigned to the Company and its Subsidiaries with assignments of all patents and patent applications included in the Intellectual Property Rights have been recorded with Patent Offices as required; and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and the Subsidiaries have, or have rights to useuse or own or possess, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports Registration Statement, the General Disclosure Package or the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None ofTo the knowledge of the Company, neither the Company nor any Subsidiary is now infringing, and neither upon further development or commercialization, will infringe, any valid claim of any issued patents, copyrights or trademarks of others. Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, 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 Agreement, except as where such action would not reasonably be expected to have a Material Adverse Effect. Neither Other than as specifically described in the Registration Statement, the General Disclosure Package or the Prospectus, neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the General Disclosure Package, or the Prospectus, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights Company’s products or planned products as described in the Registration Statement, the General Disclosure Package or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company and (a) Except as set forth on Schedule 3.10, in any filing made by the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection Borrower with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from since the date of this Agreement or disclosed pursuant to Section 5.02, no Intellectual Property owned by the Borrower or any of its Subsidiaries which is material to its business has been declared invalid or is the subject of a pending or, to the knowledge of the Borrower, threatened action for cancellation or a declaration of invalidity such that the effect of which could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.10, in any filing made by the Borrower with the SEC since the date of this Agreement or disclosed pursuant to Section 5.02, there is no pending judicial proceeding involving any claim, and neither the Borrower nor any of its Subsidiaries has received any written notice or claim, of any infringement, misuse or misappropriation by the Borrower or any of its Subsidiaries of any Intellectual Property that could reasonably be expected to result in a Material Adverse Effect. (b) To the Borrower’s knowledge, except as would set forth in Schedule 3.10, in any filing made by the Borrower with the SEC since the date of this Agreement or disclosed pursuant to Section 5.02, the conduct by the Borrower and its Subsidiaries of their respective businesses as presently conducted does not infringe on, or otherwise violate any Intellectual Property of any Person except where such infringement or violation could not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company and the Subsidiaries haveown, or have license rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, except as would not have a Material Adverse Effect, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse EffectAgreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries Subsidiaries in violation of the rights of any person. The Company and its subsidiaries Subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights. The Company and has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesbusiness.

Intellectual Property. (a) Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of all other Proprietary Assets owned by the Acquired Corporations that are material to the business of the Acquired Corporations. Part 2.9(a)(iii) of the Company Disclosure Schedule identifies any Acquired Company Contract containing any ongoing royalty or payment obligations in excess of $10,000 with respect to, each Proprietary Asset that is licensed or otherwise made available to the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to the Acquired Corporations under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good, valid and marketable title to all of the Acquired Corporation Proprietary Assets identified in Parts 2.9(a)(i) and 2.9(a)(ii) of the Company Disclosure Schedule, free and the Subsidiaries haveclear of all Encumbrances, or except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described arisen in the SEC Reports ordinary course of business and which the failure to so have could have a Material Adverse Effect that do not (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to ) materially detract from the value of the assets subject thereto or materially impair the operations of either of the Acquired Corporations. The Acquired Corporations have a Material Adverse Effectvalid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.9(a)(iii) of the Company Disclosure Schedule. None of the Intellectual Property Rights used Acquired Corporations has developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of the Acquired Corporations with respect to which such other Person has any rights. Except as set forth in Part 2.9(a)(v) of the Company Disclosure Schedule, there is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. Acquired Corporation Proprietary Asset. (b) The Company and its subsidiaries Acquired Corporations have taken all reasonable steps in accordance with normal industry practice measures and precautions to protect and maintain the Intellectual Property Rights includingconfidentiality, secrecy and value of all material Acquired Corporation Proprietary Assets (except Acquired Corporation Proprietary Assets whose value would be unimpaired by disclosure). Without limiting the generality of the foregoing, (i) all current and former employees of the Acquired Corporations who are or were involved in, or who have contributed to, the creation or development of any material Acquired Corporation Proprietary Asset have executed and delivered to the Acquired Corporations an agreement that is substantially identical to the form of Confidential Information and Invention Assignment Agreement previously delivered by the Company to Parent, and (ii) all current and former consultants and independent contractors to the Acquired Corporations who are or were involved in, or who have contributed to, the creation or development of any material Acquired Corporation Proprietary Asset have executed and delivered to the Company an agreement that is substantially identical to the form of Consultant Confidential Information and Invention Assignment Agreement previously delivered to Parent. No current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Acquired Corporation Proprietary Asset. (c) To the Knowledge of the Company: (i) all patents, trademarks, service marks and copyrights held by any of the Acquired Corporations are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that has been substantially developed by any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products that are or have been designed, created, substantially developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; (iv) no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. (d) The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable the Acquired Corporations to conduct their business in the manner in which such business has been and is being conducted. None of the Acquired Corporations has (i) licensed any of the material Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person. (e) Except as set forth in Part 2.9(e)(i) of the Company Disclosure Schedule, none of the Acquired Corporations has disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of any Acquired Corporation Source Code. No event has occurred, and no circumstance or condition exists, that (with or without limitationnotice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of any Acquired Corporation Source Code. There is no contract pursuant to which the Company has deposited or is required to deposit with an escrowholder or any other Person any Acquired Corporation Source Code, and the execution of appropriate nondisclosure and invention assignment agreements. The this Agreement or the consummation of any of the transactions contemplated by this Agreement hereby will not result in the loss release or impairment of, or payment of, and additional amounts disclosure of any Acquired Corporation Source Code. (f) Except with respect toto demonstration or trial copies, nor require no product, system, program or software module (i) designed or developed or (ii) to the consent ofKnowledge of Company, any other person regarding the Company’s sold, licensed or any of its subsidiaries’ right to own or use otherwise made available by any of the Intellectual Property Rights as owned Acquired Corporations to any Person contains any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus" or used in other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data without the conduct of such party’s business as currently conducted. To the knowledge consent of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesuser.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, use all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports or the Registration Statement and the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within in the SEC ReportsReports or within or incorporated by reference into the Registration Statement and the Prospectus, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any PersonPerson or is aware of any facts which would form a reasonable basis for any such claim, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries Subsidiaries in violation of the rights of any person, except as could not reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries Subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiariesSubsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its SubsidiariesCompany, no employee of any of the Company or its subsidiaries Subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive 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 Subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries. The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights it believes are necessary or required for use in connection with their respective businesses as described in the SEC Reports Registration Statement, the General Disclosure Package or the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). To the knowledge of the Company, the Company is not now infringing, and upon commercialization, will not infringe, any valid claim of any issued patents, copyrights or trademarks of others. The Company has not conducted a “freedom to operate” study. None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement Agreement, except as where such action would not reasonably be expected to have a Material Adverse Effect. Neither Other than as specifically described in the Registration Statement, the General Disclosure Package or the Prospectus, neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the Registration Statement, the General Disclosure Package, the Prospectus or the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights Company’s products or planned products as described in the Registration Statement, the General Disclosure Package or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its the 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could reasonably be expected to have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any PersonPerson and neither is aware of any facts which would form a reasonable basis for any such claim, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company Issuer shall, at its sole expense, either directly or by using commercially reasonable efforts to cause any Restricted Subsidiary to do so, take any and all commercially reasonable actions to (a) diligently maintain the Subsidiaries haveIntellectual Property owned or held by the Issuer or any Restricted Subsidiary on the Issue Date and (b) to the extent the Issuer with any Restricted Subsidiary determines such action to be appropriate, diligently defend or have rights to useassert such Intellectual Property against infringement or interference by any other Persons and against any claims of invalidity or unenforceability by any other Persons (including by bringing any legal action for infringement or defending any counterclaim of invalidity or action for declaratory judgment of non-infringement), all patentsin each case, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which where the failure to so have could have a Material Adverse Effect (collectivelyact, the “Intellectual Property Rights”). None ofprepare, and neither the Company nor any Subsidiary has received a notice (written execute, deliver 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 except as file would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that material adverse effect on the Intellectual Property Rights violate or infringe upon the rights results of any Person, except as could not have operations or reasonably be expected to not have a Material Adverse Effect. To the knowledge financial condition of the CompanyIssuer and its Restricted Subsidiaries, all such Intellectual Property Rights are enforceable in each case, taken as a whole. The Issuer shall not, and there is no existing infringement by another Person of shall use its commercially reasonable efforts to cause any of Restricted Subsidiary not to, disclaim or abandon, or fail to take any action the Issuer in good faith determines appropriate to prevent the disclaimer or abandonment of, the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecyProperty, confidentiality and value of all of their intellectual propertiesin each case, except where such disclaimer, abandonment or failure to do so could not, individually or in the aggregate, take any such action would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Intellectual Property or the results of operations or financial condition of the Issuer and its Restricted Subsidiaries, in each case, taken as a whole. None Any license of the Intellectual Property Rights used rights related to any of the Products (to the extent that such Intellectual Property right is directly owned, licensed or otherwise held by the Company Issuer or any Guarantor on the Issue Date and included in the Notes Collateral on the date of such license) to the Issuer or any of its Subsidiaries in their respective businesses has been obtained shall only be to the Issuer or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesGuarantor.

Intellectual Property. The Company 3.12.1 Exhibit B contains a complete and accurate listing as of the Subsidiaries haveRestatement Effective Date of the following: (i) Intellectual Property, or have rights to use, all patents, patent (ii) foreign industrial design registrations and industrial design applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other (iii) the names of any Person who has been granted rights in respect thereof outside of the ordinary course of business. 3.12.2 Such intellectual property rights is valid, subsisting, unexpired (where registered) and similar rights necessary enforceable and has not been abandoned or required for use adjudged invalid or unenforceable, in connection with their respective businesses as described whole or in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Personpart, except as could not have or be reasonably be expected to not have result in a Material Adverse Effect. To . 3.12.3 Except as set forth on Exhibit B, no Person other than the knowledge respective Grantor has any right or interest of any kind or nature in or to the Intellectual Property, including any right to sell, license, lease, transfer, distribute, use or otherwise exploit the Intellectual Property or any portion thereof outside of the Companyordinary course of the respective Grantor’s business. Except as set forth on Exhibit B, all each Grantor has good, marketable and exclusive title to, and the valid and enforceable power and right to sell, license, transfer, distribute, use and otherwise exploit, its Intellectual Property. 3.12.4 Each Grantor has taken or caused to be taken steps so that none of its intellectual property, the value of which to the Grantors are contingent upon maintenance of the confidentiality thereof, have been disclosed by such Intellectual Property Rights Grantor to any Person other than employees, contractors, customers, representatives and agents of the Grantors who are enforceable parties to customary confidentiality and there nondisclosure agreements with the Grantors. 3.12.5 To each Grantor’s knowledge, no Person has violated, infringed upon or breached, or is no existing infringement by another Person of currently violating, infringing upon or breaching, any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures rights of the Grantors to protect the secrecy, confidentiality and value intellectual property or has breached or is breaching any duty or obligation owed to the Grantors in respect of all of their the intellectual properties, property except where failure to do so could notthose breaches, individually or in the aggregate, could not be reasonably be expected to have result in a Material Adverse Effect. None of the Intellectual Property Rights used by the Company . 3.12.6 No settlement or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice consents, covenants not to protect and maintain the Intellectual Property Rights including▇▇▇, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment ofnonassertion assurances, or payment of, and additional amounts with respect to, nor require the consent of, releases have been entered into by any other person regarding the Company’s Grantor or to which any of Grantor is bound that adversely affects its subsidiaries’ right rights to own or use any intellectual property except as could not be reasonably expected to result in a Material Adverse Effect, in each case individually or in the aggregate. 3.12.7 No Grantor has received any written notice that remains outstanding challenging the validity, enforceability, or ownership of any intellectual property except where those challenges could not reasonably be expected to result in a Material Adverse Effect, and to such Grantor’s knowledge at the Intellectual Property Rights as owned date hereof there are no facts upon which such a challenge could be made. 3.12.8 To each Grantor’s knowledge, such Grantor owns directly or used in is entitled to use, by license or otherwise, all intellectual property necessary for the conduct of such partyGrantor’s business as currently conducted. To business. 3.12.9 Each Grantor uses adequate standards of quality in the knowledge manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all trademarks and has taken all commercially reasonable action necessary to insure that all licensees of the Company and its Subsidiariestrademarks owned or licensed by such Grantor use such adequate standards of quality, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, except where the basis failure to use adequate standards of such violation relates quality could not reasonably be expected to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesresult in a Material Adverse Effect.

Intellectual Property. The Company is the owner and the Subsidiaries have, or have rights to use, all patents, patent applications, exclusive licensor of numerous names and trademarks, trademark applicationsincluding but not limited to, service marks“Origami Owl,” “Living Lockets” and other names, trade names, logos and marks of the Company, copyrights in and to its jewelry designs, as well as other trade secretsdress, inventions, copyrights, licenses trade secret and other intellectual property proprietary rights and similar rights necessary or required for use in connection with their respective businesses as described identified in the SEC Reports and which Legal Notices section of the failure to so have could have a Material Adverse Effect Company’s website (collectively, the “Intellectual Property RightsProperty”), all of which are exclusively owned by the Company. None of, and neither the Company nor You agree that you have no ownership or rights or interests in any Subsidiary has received a notice (written of Company’s Intellectual Property by virtue of this Agreement or otherwise) that any of, . The Company hereby grants a limited license to you to use the Intellectual Property Rights has expired, terminated or been abandoned, or is expected solely in furtherance of your legitimate business activities and subject to expire or terminate or be abandoned, within two (2) years from the date terms and conditions of this Agreement and the Company’s Policies and Procedures. You recognize the value of the goodwill the Company has created in its Intellectual Property and acknowledge that all rights therein and all goodwill pertaining thereto belong exclusively to the Company. You will not use the Company’s Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 provided in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used materials furnished by the Company or any of its Subsidiaries approved in their respective businesses has been obtained or is being used writing by the Company prior to their use by you. You understand that unauthorized use or such Subsidiary in violation duplication of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or Intellectual Property is a violation of U.S. federal law and the Company’s Policies and Procedures and may be grounds for termination of this Agreement. Upon termination of this Agreement for any of its subsidiaries’ right reason, your limited license to own or use any of the Company’s Intellectual Property Rights as owned also terminates and all such use must cease immediately. Business ideas, concepts, designs or used in other intellectual property submitted to the conduct Company by you during the term of such party’s business as currently conducted. To the knowledge this Agreement (“Your Contributions”) shall immediately become property of the Company unless otherwise agreed to in advance and its Subsidiaries, no employee of any of in writing by the Company. You shall take all actions deemed reasonably necessary by the Company or its subsidiaries is the subject of to vest any pending claim or proceeding involving a violation of any term of any employment contractand all intellectual property rights in and to Your Contributions, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with and you agree that the Company or its subsidiaries or may operate as your attorney‐in‐fact to take any such actions undertaken by in the employee while employed with the Company or its Subsidiariesevent that you do not comply.

Intellectual Property. The Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and the Subsidiaries haveits subsidiaries has, or have has rights to useuse or own or possess, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports Registration Statement, the General Disclosure Package or the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None ofTo the knowledge of the Company, and neither the Company nor any Subsidiary subsidiary is now infringing, and upon further development or commercialization, will not infringe, any valid claim of any issued patents, copyrights or trademarks of others. Neither the Company nor any subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement Agreement, except as where such action would not reasonably be expected to have a Material Adverse Effect. Neither Other than as specifically described in the Registration Statement, the General Disclosure Package or the Prospectus, the Company nor any Subsidiary has not received, since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the General Disclosure Package, or the Prospectus, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights Company’s or its subsidiaries’ products or planned products as described in the Registration Statement, the General Disclosure Package or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have each subsidiary has 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Except as disclosed in the Registration Statement, General Disclosure Package, and Prospectus, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses licenses, and other intellectual property rights and similar rights it believes are necessary or required for use in connection with their respective businesses as described in the SEC Reports Registration Statement, the General Disclosure Package, or the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None ofTo the knowledge of the Company, the Company is not now infringing, and neither except as disclosed in the Prospectus, upon commercialization will not infringe, any valid claim of any issued patents, copyrights, or trademarks of others. The Company has not conducted a “freedom to operate” study. Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, of the Intellectual Property Rights has expired, terminated terminated, or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement Agreement, except as where such action would not reasonably be expected to have a Material Adverse Effect. Neither Other than as specifically described in the Registration Statement, the General Disclosure Package, or the Prospectus, neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the General Disclosure Package, or the Prospectus, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights Company’s products or planned products as described in the Registration Statement, the General Disclosure Package, or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such of the Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its the Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality confidentiality, and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The (i) Section 5.1(q)(i) of the Company Disclosure Schedule sets forth an accurate and complete list of all material Registered Intellectual Property and material unregistered Trademarks, indicating for each Registered item the record owner (or for unregistered Trademarks, the legal owner), registration or application number, registration or application date and the Subsidiaries have, applicable filing jurisdiction (or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectivelycase of an Internet domain name, the “Intellectual Property Rights”applicable domain name registrar). None of. (ii) Except as has not had, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. Neither : (A) the Company nor and its Subsidiaries, each as applicable, own, free and clear of all Liens, or have valid and sufficient rights to use, all Intellectual Property Rights used in or reasonably necessary for the operation of the businesses of the Company or any Subsidiary of its Subsidiaries as currently conducted; (B) the Owned Intellectual Property is subsisting, and to the Knowledge of the Company, the issued or granted Registered Intellectual Property is valid and enforceable; (C) the conduct of the businesses of the Company and its Subsidiaries as currently conducted has receivednot, since the date of the latest audited financial statements included within the SEC ReportsSeptember 28, a written notice of a claim 2014, infringed, misappropriated or otherwise has any knowledge that violated, and does not currently infringe, misappropriate or otherwise violate the Intellectual Property Rights violate or infringe upon the rights of any Person; and (D) since September 28, except as could not have or reasonably be expected 2014, to not have a Material Adverse Effect. To the knowledge Knowledge of the Company, all such no Person has infringed, misappropriated or otherwise violated or currently infringes, misappropriates or otherwise violates any Owned Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 Property. (iii) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have taken commercially reasonable steps to preserve the validity of its Trademarks that are in regular use by, or otherwise material to the businesses of, the Company or any of its Subsidiaries, including actively policing such Trademarks against unauthorized use and exercising adequate quality control measures to ensure such Trademarks would not be deemed abandoned or otherwise invalidated. (iv) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of , (A) all Trademarks included in the Owned Intellectual Property Rights that are in regular use by, or otherwise material to the businesses of, the Company or any of its Subsidiaries have been in regular use by the Company or one of its Subsidiaries since they were first used by the Company or any of its Subsidiaries, and (B) to the Knowledge of the Company, there are no Trademarks of any other Person that conflict with such Trademarks. (v) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the IT Assets (A) operate and perform in all material respects the functions reasonably required by each of the Company and its Subsidiaries in connection with the conduct of their respective businesses as currently conducted, (B) since September 28, 2014, have not materially malfunctioned or failed and (C) are free from material defects, except for any material defects that are being addressed or remediated in the ordinary course of business. As of the date of this Agreement, except as has been obtained not had, and would not reasonably be expected to have, individually or is being in the aggregate, a Material Adverse Effect, to the Knowledge of the Company, no Person has gained unauthorized access to the IT Assets. (vi) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries have complied in all material respects with all applicable Laws (including the Payment Card Industry Data Security Standard published by the Payment Card Industry Security Standards Council) and all applicable contractual obligations relating to the collection, storage, use, transfer and any other processing of any Personal Information collected or used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any personSubsidiaries. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights includingExcept as would not, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result individually or in the loss or impairment ofaggregate, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right reasonably be expected to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of be material to the Company and its Subsidiaries, no employee taken as a whole, the Company and each of any its Subsidiaries has taken commercially reasonable steps to protect all such Personal Information against loss and unauthorized access, use or disclosure and, to the Knowledge of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contractCompany, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant there has been no unauthorized access to or with a former employer, where the basis misuse of such violation relates to such employee’s employment with Personal Information. (vii) For purposes of this Agreement, the Company or its subsidiaries or actions undertaken by following terms have the employee while employed with the Company or its Subsidiaries.following meanings:

Intellectual Property. The Company Acquirer or its Subsidiaries owns each of the patents and patent applications referred to in the Acquirer SEC Documents and, except as set forth in the Acquirer SEC Documents, (i) to the knowledge of Acquirer, each of Acquirer and its Subsidiaries haveowns or possesses, or have could obtain ownership or possession of (on terms not materially adverse to the consolidated financial position, stockholders' equity, or results of operations of Acquirer and its Subsidiaries taken as a whole) adequate and enforceable rights to useuse all other Intellectual Property necessary for the conduct of their businesses, all patents(ii) no claims are pending or, to the knowledge of Acquirer, threatened that Acquirer or any Subsidiary is infringing on or otherwise violating the rights of any Person with regard to any Intellectual Property that, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to (or, with respect to any pending patent applicationslitigation, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could Acquirer does not believe will) have a Material Adverse Effect and Acquirer knows of no basis therefor, and (collectivelyiii) to the knowledge of Acquirer, the “no person is infringing on or otherwise violating any right of Acquirer or any Subsidiary with respect to any Intellectual Property Rights”)owned by or licensed to Acquirer or any Subsidiary. None ofExcept as set forth in the Acquirer SEC Documents, and neither the Company nor any Subsidiary Acquirer has received no notice of potential indemnity claims from customers based upon a notice (written of infringement any such customer has received from a patent owner relating to an assertion of infringement of a patent other than potential indemnity claims that individually or otherwise) that any of, in 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 except as aggregate would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or Acquirer's policy is to require that its employees execute agreements assigning to Acquirer all rights such employees otherwise has any knowledge that the would have in Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all developed by such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 employees while in the aggregate, reasonably be expected to have a Material Adverse Effect. None employ of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesAcquirer.

Intellectual Property. The (a) Section 3.18(a) of the Company Disclosure Letter sets forth a true and complete list of all Company Registered IP. All Company Registered IP is solely and exclusively owned by the Company or one of its Subsidiaries have, or have rights to use, free and clear of all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and Liens (other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”than Permitted Liens). None of, and neither the Company nor any Subsidiary of its Subsidiaries has received a any written notice or claim challenging the validity or enforceability of any Company Registered IP that remains pending or unresolved. (written b) The Company and each of its Subsidiaries has taken commercially reasonable steps to maintain the confidentiality of all Trade Secrets of the Company and its Subsidiaries, including taking commercially reasonable steps to safeguard any such information that is accessible through computer systems or otherwisenetworks. To the Knowledge of the Company, there has been no misappropriation or unauthorized access, use, modification or breach of security of Trade Secrets maintained by or on behalf of the Company or any of its Subsidiaries. (c) that any ofTo the Knowledge of the Company, the business of the Company and its Subsidiaries as currently conducted does not infringe or misappropriate any Intellectual Property Rights has expiredof any Third Party in a manner that would, terminated individually or been abandonedin the aggregate, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of its Subsidiaries has receivedissued any notice or claim since January 1, since the date of the latest audited financial statements included within the SEC Reports, 2016 that a written notice of a claim Third Party is misappropriating or otherwise has infringing any knowledge that the Owned Company Intellectual Property Rights violate or infringe upon and, to the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge Knowledge of the Company, all such no Third Party is misappropriating or infringing any Owned Company Intellectual Property. No Owned Company Intellectual Property Rights are enforceable and there is no existing infringement subject to any outstanding order, judgment, decree, agreement, or stipulation restricting or limiting any use or licensing thereof by another Person of the Company or any of the Intellectual Property Rights. The Company 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 as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None . (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or its Subsidiaries solely and exclusively own all right, title and interest in and to (including the sole right to enforce) the Owned Company Intellectual Property, free and clear of all Liens (other than Permitted Liens), and have not granted any license, covenant, release, immunity or other right with respect to any Owned Company Intellectual Property to any Person other than (i) non-exclusive licenses granted in the ordinary course of business in connection with marketing and promotional activities and (ii) cross-licensing of Intellectual Property in the ordinary course of business. (e) To the Knowledge of the Intellectual Property Rights used Company, the Company and each Subsidiary has (i) complied in all material respects with its respective privacy policies and all applicable Laws relating to privacy and data security, including with respect to the collection, storage, transmission, transfer, disclosure and use of Personal Information, and (ii) implemented and maintained a data security plan which maintains effective and commercially reasonable administrative, technical and physical safeguards to protect Personal Information against loss, damage and unauthorized access, use modifications or other misuse. To the Knowledge of the Company, there has been no material loss, damage or unauthorized access, use, modification or breach of security of Personal Information maintained by or on behalf of the Company or any of its Subsidiaries Subsidiaries, in their respective businesses has been obtained or is being used by each case that are material to the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation operations of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its SubsidiariesSubsidiaries taken as a whole. To the Knowledge of the Company, since January 1, 2016, no employee Person (including any Governmental Entity) has made any claim or commenced any action with respect to loss, damage or unauthorized access, use, modification or breach of security of Personal Information maintained by or on behalf of any of the Company or its subsidiaries is Subsidiaries, in each case that are material to the subject operations of the business of the Company and its Subsidiaries taken as a whole. Neither the execution, delivery or performance of this Agreement or the Real Estate Purchase Agreement, or the consummation of the Transactions will, or reasonably would be expected to, result in any pending claim or proceeding involving a material violation of any term privacy policy of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company and its Subsidiaries or its subsidiaries any applicable Law pertaining to privacy, data security or actions undertaken by the employee while employed with the Company or its SubsidiariesPersonal Information.

Intellectual Property. The Company (a) Section 3.21(a) of the Seller Disclosure Letter lists, as of the Contract Date, all Owned Registered IP, setting forth the owner and the Subsidiaries haveregistration or application number of each item. The Owned Registered IP and the Owned Unregistered IP (collectively and including, or have rights to usefor the avoidance of doubt, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectivelyMONY Software, the “Owned Intellectual Property RightsProperty”). None of) is each exclusively owned by MONY free and clear of all Liens, and neither except for Permitted Liens. (b) To the Company nor any Subsidiary has received a notice (written Knowledge of Seller, the conduct of the Business does not infringe, misappropriate or otherwise) that any of, otherwise violate 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 except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person. Since January 1, except as could not have 2010, none of Parent, Seller, MONY, MLOA or reasonably be expected to not have a Material Adverse Effect. To any of their Affiliates has received any written notice that it has, in the knowledge operation of the CompanyBusiness, all such infringed, misappropriated or otherwise violated any Intellectual Property Rights are enforceable rights owned by any Person except to the extent that such alleged infringement, misappropriation or violation has not and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 notwould not be reasonably expected, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect. (c) To the Knowledge of Seller, none of the Owned Intellectual Property is being infringed by any Person, except as would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. None of the Intellectual Property Rights used by the Company Parent, Seller, MONY or any of its Subsidiaries in their respective businesses Affiliates has been obtained made any claim against any Person alleging infringement, misappropriation or is being used by the Company or such Subsidiary in violation dilution of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Owned Intellectual Property Rights includingthat remains pending. There are no claims pending or, without limitationto the Knowledge of Seller, threatened, challenging the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss ownership, validity or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee enforceability of any of the Company Owned Intellectual Property. (d) MONY has taken commercially reasonable steps to ensure protection of the Owned Intellectual Property under any Applicable Law, including making and maintaining in full force and effect all necessary filings, registrations and issuances with respect to Owned Registered IP rights. MONY, MLOA, Parent, Seller and their Affiliates have taken commercially reasonable steps to maintain the secrecy of all Trade Secrets and confidential Intellectual Property used in the Business. (e) To the Knowledge of Seller, all employees and consultants who contributed to the discovery or its subsidiaries is the subject development of any pending claim material Intellectual Property rights used in the Business did so either (i) within the scope of his or proceeding involving her employment such that, in accordance with Applicable Law, all Intellectual Property arising therefrom became the exclusive property of MONY or MLOA or (ii) pursuant to written Contracts assigning all Intellectual Property arising therefrom to MONY or MLOA, except to the extent such failure to do so in accordance with subsection (i) or (ii) above has not and would not reasonably be expected, to result in a violation Business Material Adverse Effect. Except as set forth on Section 3.21(e) of the Seller Disclosure Letter, none of the employees of Parent, Seller, MONY, MLOA or any of their Affiliates owns or licenses to any third parties any material Intellectual Property or assets used in the Business. (f) Except as disclosed in Section 3.21(f) of the Seller Disclosure Letter the collection, storage, use and dissemination by MONY or MLOA in the operation of the Business of any term Personal Data is and has, since January 1, 2010, been in compliance with all applicable privacy policies, terms of use, contractual requirements and Applicable Law except to the extent such failure to comply would not reasonably be expected to result in a Business Material Adverse Effect. MONY, MLOA, Parent, Seller and their Affiliates use commercially reasonable measures to protect the secrecy of Personal Data that they collect and maintain in connection with the Business and to prevent unauthorized access to such Personal Data by any Person. Except as disclosed in Section 3.21(f) of the Seller Disclosure Letter, since January 1, 2010, none of MONY, MLOA, Parent, Seller or any of their Affiliates nor, to the Knowledge of Seller, any third Person working on behalf of any employment contractof them, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with has had a former employer, where the basis breach of such violation relates to such employee’s employment security in connection with the Company Business or its subsidiaries an incident of unauthorized access, disclosure, use destruction or actions undertaken by the employee while employed loss of any Personal Data in connection with the Company Business and, with respect to any such breach or incident, each of them has complied with all data breach notification and related obligations under all Applicable Laws and has taken reasonable corrective action to prevent recurrence of the foregoing, except, with respect to any of the foregoing, to the extent any such breach or incident would not reasonably be expected to result in a Business Material Adverse Effect. (g) All Internal IT Systems (i) are in good repair and operating condition and are adequate and suitable for the purposes for which they are being used or held for use, except as would not be reasonably expected, individually or in the aggregate, to materially and adversely affect the Business, (ii) conform in all material respects with their related documentation and (iii) to the Knowledge of Seller, do not contain any Virus that would reasonably be expected to interfere with the ability to conduct the Business. MONY, and MLOA, in the operation of the Business maintain and follow a commercially reasonable disaster recovery plan that will enable the Internal IT Systems to be replaced and substituted in the event of a disaster without material disruption to their business. (h) No use of any Software subject to any license commonly referred to as “copyleft” or “open source” that, as used, modified, integrated, bundled, or distributed by MONY, obligates MONY to disclose, make available, offer or deliver any portion of its Subsidiariesowned Software to any Person.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwisea) 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 except Except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None , (A) Holdco and the Holdco Subsidiaries own, free of all encumbrances except Permitted Liens, or have the valid right to use all the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s the business of Holdco and the Holdco Subsidiaries and (B) the conduct of the business of Holdco and the Holdco Subsidiaries as currently conductedconducted does not Infringe any Intellectual Property rights of any third party. To Except as would not reasonably be expected to have a Material Adverse Effect, no claim or demand has been given in writing to Holdco or any Holdco Subsidiary to the effect that the conduct of the business of Holdco or such Holdco Subsidiary Infringes upon the Intellectual Property rights of any third party. Except as would not reasonably be expected to have a Material Adverse Effect, Holdco and the Holdco Subsidiaries use the Intellectual Property of third parties only pursuant to valid, effective written license agreements. Except as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of Holdco and the Company and its SubsidiariesCompany, no employee third parties are infringing the Intellectual Property rights of Holdco or the Company. (b) All registered trademarks and registered service marks, trademark and service m▇▇▇ applications and, to the knowledge of Holdco, all Holdco Intellectual Property has been duly registered or application filed with the U.S. Patent and Trademark Office or applicable foreign governmental authority. Except as would not reasonably be expected to have a Material Adverse Effect, (A) none of the Holdco Intellectual Property has been adjudged to be invalid or unenforceable in whole or in part and (B) there are no actual or, to the knowledge of Holdco or the Company, threatened opposition proceedings, cancellation proceedings, interference proceedings or other similar action challenging the validity, existence or ownership of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesHoldco Intellectual Property.

Intellectual Property. The Company Except as set forth in the Registration Statement, the General Disclosure Package and the Subsidiaries haveProspectus, the Company has, or have has rights to useuse or own or possess, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports Registration Statement, the General Disclosure Package or the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None ofTo the knowledge of the Company, the Company is not now infringing, and neither the upon further development or commercialization, will not infringe, any valid claim of any issued patents, copyrights or trademarks of others. The Company nor any Subsidiary has not 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 Agreement, except as where such action would not reasonably be expected to have a Material Adverse Effect. Neither Other than as specifically described in the Registration Statement, the General Disclosure Package or the Prospectus, the Company nor any Subsidiary has not received, since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the General Disclosure Package, or the Prospectus, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights Company’s products or planned products as described in the Registration Statement, the General Disclosure Package or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have has 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwisea) 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 except Except as would not reasonably be expected to have a Buyer Material Adverse Effect. Neither , the Company nor any Subsidiary has receivedBuyer and the Buyer Subsidiaries, since taken as a whole, own or have the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the right to use all Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected necessary to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in conduct their respective businesses has been obtained or is being used by businesses, including (i) to use, produce, market and distribute the Company or such Subsidiary in violation of any contractual obligation binding on Buyer Customer Deliverables as currently used, provided, marketed and distributed and (ii) to operate the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreementsBuyer Internal Systems as currently operated. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, reduction of any rights in any Buyer Intellectual Property. The Buyer or payment ofthe appropriate Buyer Subsidiary has taken reasonable measures to protect the proprietary nature of each item of Buyer Intellectual Property that it owns, and additional amounts with respect toto maintain in confidence all trade secrets and confidential information that it owns except where failure to so protect or maintain would not reasonably be expected to have a Buyer Material Adverse Effect. No other person or entity has any rights to any of the Buyer Intellectual Property owned by the Buyer or any Buyer Subsidiary (except pursuant to agreements or licenses entered into in the Ordinary Course of Business), nor require and, to the consent knowledge of the Buyer, no person or entity is infringing or misappropriating any of the Buyer Intellectual Property owned by the Buyer or any Buyer Subsidiary, except as would not reasonably be expected to have a Buyer Material Adverse Effect. (b) None of the Buyer Customer Deliverables as currently used, produced, marketed and distributed by the Buyer or any Buyer Subsidiary infringes or constitutes a misappropriation of, any other Intellectual Property rights of any person regarding or entity, except as would not reasonably be expected to have a Buyer Material Adverse Effect. Neither the Companyconduct of the Buyer’s or any of its subsidiariesthe Buyer Subsidiaries’ right to own or use businesses, nor any of the Buyer Internal Systems, or the use thereof, infringes, or constitutes a misappropriation of, any Intellectual Property Rights rights of any person or entity, except as owned would not reasonably be expected to have a Buyer Material Adverse Effect. The Buyer has not received any written complaint, written claim or written notice, or written threat thereof, alleging any such infringement or misappropriation that would reasonably be expected to have a Buyer Material Adverse Effect. (c) The Buyer or a Buyer Subsidiary has obtained an assignment from each third party developing copyrightable material used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company Buyer Customer Deliverables or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesBuyer Internal System.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither a) Section 3.16(a) of the Company nor any Subsidiary has received a notice (written or otherwise) that any ofDisclosure Letter sets forth, 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 as of the date of this Agreement except Agreement, a list of all registrations and pending applications for Intellectual Property Rights owned or purported to be owned by the Company and the Company Subsidiaries. Except as would not reasonably be expected to have a Company Material Adverse Effect. Neither , all Intellectual Property Rights owned, or purported to be owned, by the Company nor any Subsidiary has receivedand the Company Subsidiaries (collectively, since the “Company Intellectual Property”) are valid and, only with respect to registered Intellectual Property Rights, subsisting and enforceable. (b) The Company and the Company Subsidiaries own, or are licensed or have the right to use, all Intellectual Property Rights used in or necessary for their respective businesses as presently conducted on the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Personthis Agreement, except as could not where the failure to own, license or have or reasonably be expected the right to not have a Material Adverse Effect. To the knowledge of the Company, all use such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. None Except for the licenses, sublicenses, and other agreements disclosed in Section 3.16(b) of the Company Disclosure Letter and any immaterial licenses, sublicenses or other agreements for less than $5,000,000 individually or $15,000,000 in the aggregate (in revenue) received by the Company per year, there are no Contracts under which the Company or any of the Company Subsidiaries has granted rights to any other Person in any material Company Intellectual Property (other than pursuant to customer agreements entered into in the ordinary course of business). (c) No Proceedings are pending or, to the Knowledge of the Company, threatened (i) that allege that the Company or any of the Company Subsidiaries is infringing, misappropriating or violating any third Person’s Intellectual Property Rights, or (ii) challenging the use, ownership, validity, or enforceability of any material Intellectual Property Rights used owned by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company Subsidiaries, in each case (i) and (ii), which if proven or such Subsidiary in violation established, would reasonably be expected to have a Company Material Adverse Effect. (d) The operation of the businesses of the Company and the Company Subsidiaries as currently conducted does not infringe, misappropriate or violate any Intellectual Property Right of any contractual obligation binding on third Person in a manner that would reasonably be expected to have a Company Material Adverse Effect. (e) Except as would not reasonably be expected to have a Company Material Adverse Effect, no third Person is infringing, misappropriating or violating any Intellectual Property Right owned by the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries Subsidiaries. (f) Except as would not reasonably be expected to have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights includinga Company Material Adverse Effect, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss (i) each employee or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge consultant of the Company and its Subsidiaries, no employee the Company Subsidiaries who is or was involved in the creation or development of any Company Intellectual Property has signed a valid and enforceable agreement containing an irrevocable assignment of such Intellectual Property Rights to the Company and the Company Subsidiaries; (ii) the Company and the Company Subsidiaries have taken commercially reasonable steps (including entering into confidentiality and nondisclosure agreements with all officers and employees of, and consultants to, the Company and the Company Subsidiaries with access to or knowledge of Company Intellectual Property) necessary to safeguard and maintain the secrecy and confidentiality of all Material Trade Secrets; (ii) no present or former employee, officer or director of the Company or its subsidiaries is the subject Company Subsidiaries holds any right, title or interest, directly or indirectly, in whole or in part, in or to any Company Intellectual Property; and (iii) no employee or outside contractor of the Company and the Company Subsidiaries has misappropriated any Material Trade Secret or other confidential information of any pending claim other Person in the course of the performance of his or proceeding involving her duties as an employee or outside contractor of the Company and the Company Subsidiaries. (g) The Company and the Company Subsidiaries have not ever been a violation of member or promoter of, or a contributor to, any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement industry standards body or restrictive covenant to similar organization that requires or with a former employer, where the basis of such violation relates to such employee’s employment with obligates or could require or obligate the Company or its subsidiaries the Company Subsidiaries to grant or actions undertaken offer to any other Person any license, covenant not to ▇▇▇ or other right under or with respect to any Company Intellectual Property. (h) None of the Proprietary Software contains, is derived from, or is distributed, integrated, or bundled with Computer Software subject to any license commonly referred to as a “copyleft” or “open source” license that, as used, modified, integrated, bundled, or distributed by the employee while employed with Company and the Company Subsidiaries: (i) requires or conditions the use or distribution of such Computer Software on the disclosure, licensing or distribution of any source code for any portion of the Proprietary Software; or (ii) otherwise imposes an obligation on the Company and the Company Subsidiaries to distribute any Proprietary Software on a royalty-free basis. (i) Except as would not result in, or would not reasonably be expected to result in, a Material Adverse Effect (i) neither the Company nor the Company Subsidiaries, nor any other Person acting on behalf of the Company or its the Company Subsidiaries, has disclosed or delivered to any other Person, or permitted the disclosure or delivery from any escrow agent or other Person, of any source code of the Proprietary Software and (ii) no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time or both) will, or would reasonably be expected to, result in the disclosure or delivery by the Company or the Company Subsidiaries, or any Person acting on behalf of the Company or the Company Subsidiaries, of any source code of the Proprietary Software. Section 3.16(i) of the Company Disclosure Letter identifies each Contract pursuant to which the Company or the Company Subsidiaries has deposited, or is or may be required to deposit, with an escrow agent or any other Person any source code of the Proprietary Software. (j) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) the Proprietary Software does not contain any computer code or any other mechanisms which may (A) disrupt, disable, erase or harm in any way such Proprietary Software’s operation, or cause the Proprietary Software to damage or corrupt any data, hardware, storage media, programs, equipment or communications, or (B) permit any Person to access the Proprietary Software without authorization, (ii) the Proprietary Software complies with any applicable warranty or contractual commitment relating to the use, functionality, or performance of the Proprietary Software, and there are no pending or, to the Knowledge of the Company, threatened claims alleging any such failure, and (iii) there exist no technical problems with any Proprietary Software that adversely affect the performance of such Proprietary Software or cause such products to fail to substantially conform to their written specifications.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwisea) 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 except Except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 nothave, individually or in the aggregate, a Company Material Adverse Effect, either the Company or a Subsidiary of the Company owns, or is licensed or otherwise possesses valid rights to use, free and clear of Liens other than the Company Permitted Liens, all trademarks, trade names, service marks, service names, ▇▇▇▇ registrations, logos, assumed names, domain names, registered and unregistered copyrights, patents or applications and registrations, trade secrets and other intellectual property rights necessary to their respective businesses as currently conducted (collectively, the “Company Intellectual Property”), and no third party has ownership rights or license rights to improvements made by the Company in the Company Intellectual Property. Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. None of , (i) there are no pending or, to the Intellectual Property Rights used Company’s knowledge, threatened claims by any person alleging infringement, misappropriation or other violation by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the intellectual property rights of any person. The , (ii) to the Company’s knowledge, the conduct of the business of the Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain Subsidiaries does not infringe, misappropriate or otherwise violate any intellectual property rights of any person, (iii) neither the Intellectual Property Rights includingCompany nor any of its Subsidiaries has made any claim of a violation, without limitation, the execution infringement or misappropriation by others of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiariesSubsidiaries’ right rights to own or use any of in connection with the Company Intellectual Property Rights and (iv) to the Company’s knowledge, no person is infringing, misappropriating or otherwise violating any Company Intellectual Property. (b) Except as owned would not reasonably be expected to have, individually or used in the conduct of such party’s business as currently conducted. To the knowledge of aggregate, a Company Material Adverse Effect, the Company and its SubsidiariesSubsidiaries have implemented (i) commercially reasonable measures to protect the confidentiality, no employee of any integrity and security of the Company IT Assets (and all information and transactions stored or its subsidiaries is the subject of any pending claim contained therein or proceeding involving transmitted thereby); and (ii) commercially reasonable data backup, data storage, system redundancy and disaster avoidance and recovery procedures, as well as a violation of any term of any employment contractcommercially reasonable business continuity plan, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or in each case consistent with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariescustomary industry practices.

Intellectual Property. The Each of the Company and the its --------------------- Subsidiaries have, owns or have possesses adequate licenses or other rights to useuse all material intellectual property, all patents, patent applications, including but not limited to trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses computer software, and other intellectual property rights know-how, necessary to conduct its business as currently conducted and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure proposed to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None ofbe conducted, and neither the Company nor any Subsidiary of its Subsidiaries has received a any written notice (written of infringement of or otherwise) conflict with asserted rights of others with respect to the use of such intellectual property that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is would reasonably be expected to expire or terminate or have a Material Adverse Effect. To the knowledge of the Company, all intellectual property used in its business as currently conducted and as proposed to be abandonedconducted is valid and enforceable and the Company has performed all acts and has paid all required fees and taxes to maintain all registrations and applications of such intellectual property in full force and effect, within two (2) years from the date of this Agreement except as for any failure to do so which would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has receivedof its Subsidiaries, since in the date conduct of the latest audited financial statements included within the SEC Reportstheir respective businesses as now conducted or as proposed to be conducted, a written notice of a claim infringes or otherwise has conflicts with any knowledge that the Intellectual Property Rights violate or infringe upon the rights right of any Personthird party known to the Company, except as could not have where such infringement or conflict would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is, nor will it be as a result of the execution and delivery of this Agreement and the other Documents or the performance of any obligations hereunder and thereunder, in breach of any license or other agreement relating to any intellectual property, except as would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there no third party is no existing infringement by another Person of infringing or has infringed any intellectual property of the Intellectual Property Rights. The Company and or 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 in the aggregate, for any infringement that would not reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken Schedule 4.16 hereto lists all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as registered intellectual property owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken licensed by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and the its Subsidiaries have, or have rights to use, own all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses registrations and other intellectual property rights and similar rights necessary or required applications for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “material Company Owned Intellectual Property Rights”). None ofExcept as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries own or have a valid and enforceable license to use all Intellectual Property Rights necessary to, or material and used in, the conduct of the business of the Company and its Subsidiaries as currently conducted. (b) To the knowledge of the Company, since January 1, 2014, neither the Company nor any Subsidiary of its Subsidiaries has received a notice (written infringed, misappropriated or otherwise) that otherwise violated 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 Right of this Agreement any Person except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 nothave, individually or in the aggregate, a Company Material Adverse Effect. Except for matters that would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. None , there is no Proceeding pending or, to the knowledge of the Intellectual Property Rights used by Company, threatened, against the Company or any of its Subsidiaries or, to the knowledge of the Company, any of their respective present or former officers, directors or employees, (A) challenging or seeking to deny or restrict, the rights of the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by any of the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Owned Intellectual Property Rights includingor Company Licensed Intellectual Property Rights, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss (B) alleging that any Company Owned Intellectual Property Rights or impairment ofCompany Licensed Intellectual Property Rights are invalid or unenforceable, or payment of, and additional amounts with respect to, nor require (C) alleging that the consent of, any other person regarding the Company’s or any use of its subsidiaries’ right to own or use any of the Company Owned Intellectual Property Rights as owned or used in Company Licensed Intellectual Property Rights or that the conduct of such party’s the business as currently conducted. To the knowledge of the Company and its SubsidiariesSubsidiaries do or may misappropriate, no employee infringe or otherwise violate any Intellectual Property Right of any of Person. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all issued or registered material Company Owned Intellectual Property Rights that have not been abandoned and are subsisting are valid and enforceable, and the Company or one of its subsidiaries Subsidiaries owns all Company Owned Intellectual Property Rights free and clear of all Liens other than Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the knowledge of the Company, as of the date of this Agreement, no Person is the subject of infringing, misappropriating or otherwise violating any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the material Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesOwned Intellectual Property Right.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None Except as set forth on Schedule 3.1(p), the Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any personRights. The Company and its subsidiaries have taken has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of that are necessary to conduct its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesbusiness.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from As of the date of this Agreement except hereof: (i) Except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None , (A) to the knowledge of Holdco and the Borrower, Holdco and its Subsidiaries own, free of all encumbrances except Permitted Liens, or have the valid right to use all the Intellectual Property Rights used by in the Company conduct of the business of Holdco and its Subsidiaries as currently conducted and (B) to the knowledge of Holdco and the Borrower the conduct of the business of Holdco and its Subsidiaries as currently conducted does not Infringe any Intellectual Property rights of any third party. Except as would not reasonably be expected to have a Material Adverse Effect, no claim or demand has been given in writing to Holdco or any of its Subsidiaries in their respective businesses has been obtained or is being used by to the Company effect that the conduct of the business of Holdco or such Subsidiary in violation of any contractual obligation binding on Infringes upon the Company or any of its subsidiaries in violation of the Intellectual Property rights of any personthird party to the knowledge of Holdco and the Borrower. The Company Except as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of Holdco and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Borrower, no third parties are infringing the Intellectual Property Rights including, without limitation, rights of Holdco or the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. Borrower. (ii) To the knowledge of Holdco and the Company Borrower, all material registered trademarks and its Subsidiariesregistered service marks, trademark and service m▇▇▇ applications and all Holdco Patents have been duly registered or application filed with the U.S. Patent and Trademark Office or applicable foreign governmental authority. Except as would not reasonably be expected to have a Material Adverse Effect, (A) none of the Holdco Patents have been adjudged to be invalid or unenforceable in whole or in part and (B) there are no employee actual or, to the knowledge of Holdco or the Borrower, threatened opposition proceedings, cancellation proceedings, interference proceedings or other similar action challenging the validity or ownership of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesHoldco Patents.

Intellectual Property. The Company and the Subsidiaries have, (a) Schedule 5 lists all Intellectual Property registered or have rights applied to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described be registered in the SEC Reports United States (the “Registered IP”) owned by such Grantor in its own name on the date hereof. Except as set forth in Schedule 5, such Grantor is the exclusive owner of the entire and which the failure unencumbered right, title and interest in and to so have could have a Material Adverse Effect such Registered IP and all Intellectual Property used in such Grantor’s business that is material to such business and proprietary to such Grantor (collectively, the “Intellectual Property RightsCompany IP”). None of, and neither such Grantor is otherwise entitled to use all such Company IP, without limitation, subject only to the Company nor license terms of the licensing or franchise agreements referred to in paragraph (c) below. (b) On the date hereof, all Registered IP is valid, subsisting, unexpired and enforceable, has not been abandoned and does not Infringe the intellectual property rights of any Subsidiary has received other Person in any respect that could reasonably be expected to have a notice Material Adverse Effect. (written or otherwisec) that any ofExcept as set forth in Schedule 5, on the date hereof (i) none of the Intellectual Property Rights is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor, and (ii) there are no other obligations, orders or judgments which affect the use of any material Intellectual Property. (d) The rights of such Grantor in or to the Intellectual Property do not conflict with or Infringe upon the rights of any third party, and no claim (including any “cease and desist” letter or invitation to take a patent license) has expiredbeen asserted that Grantor’s use of such Intellectual Property does or may Infringe upon the rights of any third party, terminated in either case, which conflict or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not Infringement could reasonably be expected to have a Material Adverse Effect. Neither the Company nor There is currently no Infringement or unauthorized use of any Subsidiary has received, since the date item of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as that could not have or reasonably be expected to not have a Material Adverse Effect. To . (e) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the knowledge of the Companyvalidity or enforceability of, all or such Grantor’s rights in, any Intellectual Property Rights are enforceable and there is no existing infringement by another Person of in any of the Intellectual Property Rights. The Company 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 respect that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None With respect to any item of the Intellectual Property Rights used by the Company invalidity or any unenforceability of its Subsidiaries in their respective businesses has been obtained or which could reasonably be expected to have a Material Adverse Effect, such Grantor is being used by the Company or such Subsidiary in violation not aware of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights uses of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the item of Intellectual Property Rights that could reasonably be expected to lead to such item becoming invalid or unenforceable, including, without limitation, unauthorized uses by third parties and uses which were not supported by the execution goodwill of appropriate nondisclosure the business connected with Trademarks and invention assignment agreementsTrademark Licenses. (f) No action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any material Intellectual Property or such Grantor’s ownership interest therein, (ii) alleging that any services provided by, processes used by, or products manufactured or sold by such Grantor materially Infringe any patent, trademark, copyright, or any other right of any third party, or (iii) alleging that any material Intellectual Property is being licensed, sublicensed or used in violation of any patent, trademark, copyright or any other right of any third party, or (iv) which, if adversely determined, would have a Material Adverse Effect on the value of any Collateral taken as a whole. To the knowledge of such Grantor, no Person is engaging in any activity that Infringes upon the Intellectual Property or upon the rights of such Grantor therein which could reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 5 hereto, such Grantor has not granted any license, release, covenant not to ▇▇▇ or non-assertion assurance to any person with respect to any material part of the Intellectual Property. The consummation of the transactions contemplated by this Agreement will not result in the loss termination or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property. (g) With respect to each material Copyright License, Trademark License and Patent License: (i) such license is valid and binding and in full force and effect; (ii) such license will not cease to be valid and binding and in full force and effect on terms identical to those currently in effect as a result of the rights and interests granted herein, nor will the grant of such rights and interests constitute a breach or default under such license or otherwise give the licensor or licensee a right to terminate such license; (iii) such Grantor has not received any notice of termination or cancellation under such license; (iv) such Grantor has not received any notice of a breach or default under such license, which breach or default has not been cured; (v) such Grantor has not granted to any other third party any rights, adverse or otherwise, under such license; and (vi) such Grantor is not in breach or default in any material respect, and no event has occurred that, with notice and/or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under such license. (h) Except as set forth in Schedule 5, such Grantor has performed all acts and has paid all required fees and taxes to maintain each and every item of material Intellectual Property Rights in full force and effect and to protect and maintain its interest therein as owned or used deemed advisable in the conduct exercise of such party’s its reasonable business as currently conductedjudgment. Such Grantor has used proper statutory notice in connection with its use of each material Patent, Trademark and Copyright required by applicable Requirements of Law. (i) To the knowledge of such Grantor, none of the Company and its Subsidiariesmaterial Trade Secrets of such Grantor has been used, no employee divulged, disclosed or appropriated to the detriment of such Grantor for the benefit of any other Person; no employee, independent contractor or agent of such Grantor has misappropriated any trade secrets of any other Person in the course of the Company performance of his or its subsidiaries her duties as an employee, independent contractor or agent of such Grantor; and no employee, independent contractor or agent of such Grantor is the subject of any pending claim in default or proceeding involving a violation breach of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation disclosure agreement, nondisclosure assignment of inventions agreement or restrictive covenant similar agreement or contract relating in any way to the protection, ownership, development, use or with a former employer, where the basis transfer of such violation relates Grantor’s material Intellectual Property. (j) As deemed advisable in the exercise of its reasonable business judgment, such Grantor has made all filings and recordations necessary to such employee’s employment adequately protect its interest in its Intellectual Property including, without limitation, recordation of its interests in the Patents and Trademarks with the Company or United States Patent and Trademark Office and in corresponding national, multinational and international patent offices, and recordation of any of its subsidiaries or actions undertaken by interests in the employee while employed Copyrights with the Company United States Copyright Office and in corresponding national, multinational and international copyright offices. (k) Such Grantor is not subject to any settlement, consent, judgment, injunction, order, decree, covenant not to ▇▇▇, non-assertion assurance or its Subsidiariesrelease that would impair the validity or enforceability of, or such Grantor’s rights in, any material Intellectual Property.

Intellectual Property. (a) The Company and the Company Subsidiaries haveown, or are validly licensed or otherwise have rights the right to use, all patentsCompany Intellectual Property as used in their business as presently conducted, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which except where the failure to so have could have a Material Adverse Effect (collectivelythe right to use such Company Intellectual Property, individually or in the “Intellectual Property Rights”). None ofaggregate, has not had and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Company Material Adverse Effect. Neither No actions, suits or other proceedings are pending or, to the Knowledge of the Company, threatened that the Company nor or any Subsidiary has received, since the date of the latest audited financial statements included within the SEC ReportsCompany Subsidiaries is infringing, a written notice of a claim misappropriating or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon violating the rights of any PersonPerson with regard to any Intellectual Property Right, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 notfor matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. None To the Knowledge of the Company, no Person is infringing, misappropriating or otherwise violating the rights of the Company or any of the Company Subsidiaries with respect to any Company Intellectual Property, except for such infringement, misappropriation or violation that, individually or in the aggregate, has not had and would not reasonably be expected to have, a Company Material Adverse Effect. Since January 1, 2009, no prior or current employee or officer or any prior or current consultant or contractor of the Company or any of the Company Subsidiaries has asserted or, to the Knowledge of the Company, has any ownership in any Company Intellectual Property Rights used owned or purported to be owned by the Company or the Company Subsidiaries, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the Company nor any of the Company Subsidiaries has incorporated any “open source,” “freeware,” “shareware” or other Software having similar licensing or distribution models (“Open Source”) in any Software that is both owned by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on Subsidiaries and distributed by the Company or any of its subsidiaries the Company Subsidiaries to third parties in violation a manner that requires the contribution or disclosure to any third party, including the Open Source community, of any portion of the rights source code of any person. such Software product, and the Company and the Company Subsidiaries are in compliance with their Open Source obligations, except any such required contribution, required disclosure or non-compliance as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The Company and its subsidiaries have taken all reasonable steps the Company Subsidiaries are in accordance compliance with normal industry practice to protect SAS70 Type II, U.S.-E.U. Safe Harbor Framework, ISO 27001, and maintain the Intellectual Property Rights includingPCI-DSS physical security standards, without limitationexcept for noncompliance that, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result individually or in the loss or impairment ofaggregate, or payment of, has not had and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right would not reasonably be expected to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of have a Company Material Adverse Effect. (d) Neither the Company and its Subsidiaries, no employee of nor any of the Company Subsidiaries has disclosed, delivered or its subsidiaries licensed to any Person that is not an Affiliate, agreed to disclose, deliver or license to any Person that is not an Affiliate, or permitted the subject disclosure or delivery to any escrow agent or other Persons that are not Affiliates of any pending claim material Company Source Code, which disclosure, delivery or proceeding involving license has had or would reasonably be expected to have, individually or in the aggregate, a violation Company Material Adverse Effect. To the Knowledge of any term the Company, no event has occurred that (with or without notice or lapse of any employment contracttime, invention or both) has or would reasonably be expected to result in the disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with delivery by the Company or its subsidiaries the Company Subsidiaries of any Company Source Code to any Person that is not an Affiliate, which disclosure or actions undertaken by delivery had or would reasonably be expected to have, individually or in the employee while employed with aggregate, a Company Material Adverse Effect. (e) No university, college, other educational institution or research center has any right, interest, license obtained from the Company or its Subsidiariesclaim against the Company with respect to any Company Intellectual Property owned or purported to be owned by the Company or Company Subsidiaries other than pursuant to a non-exclusive license granted in the ordinary course of business by the Company or any of the Company Subsidiaries pursuant to the terms of a customer Contract. (f) As used herein:

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses (a) Except as described in the Company's SEC Reports Documents, the Company has ownership or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and which material to the Company and its subsidiaries, taken as a whole, (collectively, "Intellectual Property") other than Intellectual Property generally available on commercial terms from other sources. All of such patents, trademarks and registered copyrights owned by the Company have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other jurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and all such jurisdictions, except where the failure to do so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither . (b) All material licenses or other material agreements under which (i) the Company nor any Subsidiary is granted rights in Intellectual Property, other than Intellectual Property generally available on commercial terms from other sources, and (ii) the Company has receivedgranted rights to others in Intellectual Property owned or licensed by the Company, since are, to the date knowledge of the latest audited financial statements included within Company, after due investigation, in full force and effect and, to the knowledge of the Company, there is no material default by the Company thereto. (c) The Company believes it has taken all steps required in accordance with sound business practice and business judgment to establish and preserve its ownership of all material copyright, trade secret and other proprietary rights with respect to its products and technology. (d) Except as described in the Company's SEC ReportsDocuments, a written notice to the knowledge of a claim or otherwise has the Company, the present business, activities and products of the Company do not infringe any knowledge that the Intellectual Property Rights violate or infringe upon the rights intellectual property of any Personother person, except as could not have or reasonably be expected to where such infringement would not have a Material Adverse EffectEffect on the Company. Except as described in the Company's SEC Documents, no proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there the Company is no existing infringement by another Person not making unauthorized use of any of the Intellectual Property Rights. The Company 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 confidential information or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights trade secrets of any person. The Neither the Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice nor, to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation knowledge of the transactions contemplated by this Agreement will not result in the loss or impairment ofCompany, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right employees have any agreements or arrangements with any persons other than the Company related to own confidential information or use any of the Intellectual Property Rights as owned or used in the conduct trade secrets of such party’s persons, other than such agreements that would not materially restrict the Company from conducting its business as currently conducted. (e) No proceedings have been instituted or are pending which challenge in a material manner the rights of the Company in respect to the Company's right to the use of the Intellectual Property. To The Company has the knowledge right to use, free and clear of material claims or rights of other persons, all of its customer lists, designs, computer software, systems, data compilations, and other information that are material to the Company and its Subsidiariessubsidiaries, no employee of any of the Company taken as a whole, and required for its products or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesbusiness as presently conducted.

Intellectual Property. The Company (a) Except as may be set forth in Schedule 6.7(a) of the Parent Disclosure Schedule, HSW owns exclusively all right, title and interest in and to all Licensed Content, and has a right to use the Sublicensed Content, in each case free and clear of any and all Liens. To the knowledge of HSW, no current or former officer, director, employee, consultant or contractor of HSW has any material right, license, claim or interest whatsoever in or with respect to any of the Licensed Content or Sublicensed Content. (b) Upon the Effective Time, Parent will have a valid license or other right to use the Licensed Content and the Subsidiaries haveSublicensed Content pursuant to the terms of the Contribution Agreements. Upon the Effective Time, the Contribution Agreements will be in full force and effect and HSW and Parent will not have violated any provision of, or have rights committed or failed to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and perform any act which the failure to so have could have constitute a Material Adverse Effect (collectivelymaterial default under, the “Intellectual Property Rights”). None ofprovisions of such Contribution Agreements. (c) The Licensed Content and Sublicensed Content includes all content posted on the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ web site and for which HSW has the right to license to Parent. (d) Except as set forth in Section 6.7(d) of the Parent Disclosure Schedule: (i) the use of the Licensed Content or the Sublicensed Content by Parent in accordance with the Contribution Agreements will not infringe on, and neither misappropriate or otherwise violate the Company nor rights of any Subsidiary has received a notice (written Person except for any infringement, misappropriation or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is violation which could not reasonably be expected to expire prevent or terminate materially delay consummation of the Transaction or be abandoned, within two (2) years otherwise prevent or materially delay HSW from the date of performing its obligations under this Agreement except as would and could not reasonably be expected to have a an HSW Material Adverse Effect. Neither the Company nor any Subsidiary has received; (ii) no Person is challenging, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim infringing or otherwise has violating any knowledge that right of HSW or Parent with respect to the Intellectual Property Rights violate Licensed Content or infringe upon the rights of Sublicensed Content except for any Personchallenge, except as infringement or violation which could not have or reasonably be expected to prevent or materially delay consummation of the Transaction or otherwise prevent or materially delay HSW from performing its obligations under this Agreement and could not reasonably be expected to have a an HSW Material Adverse Effect; (iii) to the knowledge of HSW, no Person is challenging HSW’s ownership of or exclusive rights in any of the Licensed Content or the Sublicensed Content; (iv) to the knowledge of HSW, no Person is challenging the validity or enforceability of the Licensed Content or Sublicensed Content; and (v) to the knowledge of HSW, there are no pending or threatened claims, orders or proceedings alleging the foregoing and HSW, Parent and Merger Sub are unaware of any facts that would form a reasonable basis for any such claim. To the knowledge of the CompanyHSW, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any none of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect Licensed Content or the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually Sublicensed Content is being used or enforced in the aggregate, a manner that would reasonably be expected to have a Material Adverse Effect. None of result in the Intellectual Property Rights used by the Company abandonment, cancellation or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreementsunenforceability thereof. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, of the right of Parent to use the Licensed Content or payment ofthe Sublicensed Content in accordance with the Contribution Agreements. (e) HSW and Parent have each taken commercially reasonable steps consistent with industry standards to protect its rights in the Intellectual Property used by or to be used by (i) Parent pursuant to the Contribution Agreements , and additional amounts with respect to(ii) HSW pursuant to the Services Agreement and to maintain the confidentiality of all of the material Trade Secrets of Parent. Without limiting the foregoing, each of HSW and Parent has and enforces a policy requiring each of its consultants and contractors who have participated in the creation of any Intellectual Property that is used by or to be used by Parent pursuant to the Contribution Agreements to enter into proprietary information, confidentiality and assignment agreements substantially in the HSW or Parent, as applicable, standard forms and all such current and former consultants and contractors of HSW, Parent and Merger Sub have executed such an agreement. Except as may be set forth in Schedule 6.7(d), none of HSW or Parent has disclosed, nor require the consent ofis under any contractual or other obligation to disclose, any other to another person regarding the Company’s or any of its subsidiaries’ right material Trade Secrets, except pursuant to own an enforceable confidentiality agreement or use undertaking, and, to the knowledge of HSW, no person has materially breached any such agreement or undertaking. (f) Section 6.7(f) of the Parent Disclosure Schedule sets forth a complete and accurate list of all of the material Software that is used in connection with the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ web site and is not licensed to HSW pursuant to a written license agreement (collectively, “HSW Software”). Except as disclosed in Section 6.7(f) of the Parent Disclosure Schedule, no Public Software forms part of any HSW Software and no Public Software was or is used in connection with the development of any HSW Software or is incorporated into, in whole or in part, or has been distributed with, in whole or in part, any HSW Software. Except as disclosed in Section 6.7(f) of the Parent Disclosure Schedule, to the knowledge of HSW, there are no outstanding problems, issues, bugs, viruses or defects in any HSW Software that materially hinder or otherwise prevent normal usage of the HSW Software. For purposes hereof, “Software” means any and all (1) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (2) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (3) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company foregoing and its Subsidiaries(4) all documentation, no employee of including user manuals and training materials, relating to any of the Company foregoing. For purposes hereof, “Public Software” means any Software that contains, or its subsidiaries is derived in any manner (in whole or in part) from, any Software that is distributed as free Software, open source Software (e.g., Linux) or pursuant to similar licensing or distribution models which requires the subject distribution of source code to licensees, including Software licensed or distributed under any pending claim of the following licenses or proceeding involving a violation distribution models, or licenses or distribution models similar to any of any term of any employment contractthe following: (a) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (b) the Artistic License (e.g., invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where PERL); (c) the basis of such violation relates to such employee’s employment with Mozilla Public License; (d) the Company or its subsidiaries or actions undertaken by Netscape Public License; (e) the employee while employed with Sun Community Source License (SCSL); (f) the Company or its SubsidiariesSun Industry Standards License (SISL); (g) the BSD License; (h) Red Hat Linux; and (i) the Apache License.

Intellectual Property. The Company and the (a) Seller or its Subsidiaries haveown, or have possess licenses or other valid rights to use, and immediately prior to Closing the Sold Subsidiaries or one or more of their Subsidiaries will own, or possess licenses or other valid rights to use, all patentsIntellectual Property (as defined in Section 3.25(d) hereof) necessary for the conduct of the business of Seller and its Subsidiaries as currently conducted. Except as set forth in Section 3.25(a) of the Seller Disclosure Schedule, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses (i) the conduct of the business of Seller and other intellectual property rights and similar rights necessary its Subsidiaries as currently conducted does not infringe or required for use in connection with their respective businesses as described in the SEC Reports and which the failure otherwise violate any Intellectual Property of any third party except where such infringement would not reasonably be expected to so have could have a Material Adverse Effect Effect, and (collectively, the “ii) no person is infringing or otherwise violating any Intellectual Property Rights”). None ofof Seller or its Subsidiaries, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as where such infringement would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date Except as set forth in Section 3.25(a) of the latest audited financial statements included within Seller Disclosure Schedule, the SEC Reportsexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby will not result in the loss of, a written notice or any encumbrance on, the rights of a claim Seller or otherwise has any knowledge that of its Subsidiaries with respect to the Intellectual Property Rights violate owned or infringe upon used by them and no claims, order, actions or proceedings are pending or, to the knowledge of Seller, threatened, that seek to question the ownership or scope, cancel or limit the scope or validity of the Intellectual Property owned or used by Seller or any of its Subsidiaries or the rights of Seller or any Personof its Subsidiaries therein, except in each case for such claims, orders, actions, proceedings, losses, encumbrances or rights as could not have or reasonably be expected to would not have a Material Adverse Effect. To . (b) Seller and each of its Subsidiaries has implemented policies and consistently followed practices regarding the knowledge preservation of its Proprietary Information (as defined in Section 3.25(d) hereof) from unauthorized disclosure to third parties and regarding the use and disclosure of its Proprietary Information by its employees and contractors. (c) Section 3.25(c) of the Company, Seller Disclosure Schedule contains a complete and accurate list of all such material Intellectual Property Rights are enforceable and there is no existing infringement held or owned by another Person of any of the Intellectual Property Rights. The Company Seller and its Subsidiaries have taken reasonable security measures to protect the secrecythat has been issued or registered by, confidentiality or filed with, any Governmental Authority and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the material Intellectual Property Rights used by the Company licenses to which Seller or any of its Subsidiaries in their respective businesses has been obtained is a party. (d) For all purposes of and under this Agreement, (i) "Intellectual Property" shall mean intellectual or is being used by the Company or such Subsidiary in violation property of any contractual obligation binding on the Company a similar nature including without limitation all United States and foreign patents and patent applications, United States and foreign trademark registrations or any of its subsidiaries in violation of the analogous rights of any person. The Company and its subsidiaries have taken applications therefor, United States and foreign copyright registrations and applications therefor, Proprietary Information and all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights other intellectual property rights, including, without limitation, the execution of appropriate nondisclosure inventions, processes, formulae, technology, know-how, techniques or other data and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result information, confidential and proprietary trade secrets, computer software, technical manuals and documentation used in the loss or impairment of, or payment of, and additional amounts connection with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned foregoing, and licenses and rights with respect to the foregoing or used in property of like nature, and (ii) "Proprietary Information" shall mean the conduct trade secrets, proprietary technology, know-how and other confidential information relation to the business of such party’s business Seller and its subsidiaries as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The (a) Section 3.18(a) of the Company Disclosure Letter sets forth a true and complete list of all Company Registered IP. To the knowledge of the Company, no Company Registered IP is involved in any interference, reissue, reexamination, opposition, cancellation or similar proceeding and no such action is or has been threatened with respect to any of the Company Registered IP. All Company Registered IP is solely and exclusively owned by the Company or one of its Subsidiaries have, or have rights to use, free and clear of all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None ofLiens, and neither the Company nor any Subsidiary of its Subsidiaries has received a any written notice or claim challenging the validity or enforceability of any Company Registered IP that remains pending or unresolved. (written b) The Company and each of its Subsidiaries has taken commercially reasonable steps to maintain the confidentiality of all material Trade Secrets of the Company and its Subsidiaries, including taking commercially reasonable steps to safeguard any such information that is accessible through computer systems or otherwisenetworks. (c) that any ofTo the knowledge of the Company, the business of the Company and its Subsidiaries as currently conducted does not infringe or misappropriate, in a manner that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, any Intellectual Property Rights of any third Person. Neither the Company nor any of its Subsidiaries has expiredreceived any written notice or claim asserting that any such infringement or misappropriation is occurring or has occurred, terminated which notice or claim remains pending or unresolved and that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, any Intellectual Property Rights of any third Person. Neither the Company nor any of its Subsidiaries has issued any notice or claim since January 1, 2009 that a third Person is misappropriating or infringing any Owned Company Intellectual Property and no Owned Company Intellectual Property is subject to any outstanding order, judgment, decree or stipulation restricting or limiting in any use or licensing thereof by the Company or any of its Subsidiaries, except as would not be reasonably expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, the Company or its Subsidiaries solely and exclusively own all right, title and interest in and to (including the sole right to enforce) the Owned Company Intellectual Property, free and clear of all Liens, and have not granted any license, covenant, release, immunity or other right with respect to any material Owned Company Intellectual Property to any Person other than non-exclusive licenses granted in the ordinary course of business in connection with marketing and promotional activities. All of the Company Intellectual Property that is material to the business or operations of the Company and its Subsidiaries, taken as a whole, and that is not Owned Company Intellectual Property (the “Licensed Company Intellectual Property”) is duly and validly licensed to the Company or its Subsidiaries pursuant to a valid and enforceable contract. For avoidance of doubt, the preceding sentence does not constitute a representation or warranty with respect to non-infringement of third Person Patents, which is addressed separately in Section 3.18(c). Following the Closing, the Surviving Corporation will own or have, and will be permitted to exercise, the same rights that the Company and its Subsidiaries had immediately prior to the Closing with respect to Intellectual Property and Intellectual Property Rights (other than off-the-shelf computer programs), in each case that are material to the operations or business of the Company and its Subsidiaries, taken as a whole, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company or its Subsidiaries would otherwise have been abandonedrequired to pay had this Agreement not been entered into and the transactions not occurred. (e) Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, to the knowledge of the Company, the Company and each Designated Subsidiary has (i) complied in all material respects with its respective privacy policies and all applicable Laws relating to privacy and data security, including with respect to the collection, storage, transmission, transfer, disclosure, and use of Personal Information; and (ii) implemented and maintained a data security plan which maintains effective and commercially reasonable administrative, technical and physical safeguards to protect Personal Information against loss, damage, and unauthorized access, use, modification, or is expected to expire other misuse. To the knowledge of the Company, there has been no material loss, damage, or terminate unauthorized access, use, modification, or be abandonedbreach of security of Personal Information maintained by or on behalf of by the Company or any of its Subsidiaries, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 nothave, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding material adverse effect on the Company operations or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.its

Intellectual Property. (a) Section 4.20(a) of the SU Disclosure Schedule contains a correct and complete list of all SU-Owned Intellectual Property included in the NTX Package that is (i) the subject of any application or registration issued by or filed with any Governmental Entity or domain registrar, all of which is valid, enforceable, and subsisting; or (ii) material unregistered proprietary Software. (b) The Company SU Entities solely own all right, title, and interest in and to all SU-Owned Intellectual Property included in the Subsidiaries haveNTX Package, free and clear of all Liens (other than Permitted Liens), and have valid licenses to use all other SU Intellectual Property included in the NTX Package, and none of the foregoing will be adversely impacted by the execution of this Agreement or the consummation of the Transaction. Except as set forth in Section 4.20(b) of the SU Disclosure Schedule, no Intellectual Property that is material to the Subject NTX Operations is owned or licensed by an Affiliate of SU. (c) To the Knowledge of SU, the SU Entities, through the Subject NTX Operations have not since January 1, 2014, infringed, misappropriated, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, otherwise violated the Intellectual Property Rights rights of any third Person in any material respect. Since January 1, 2014, neither SU Entity nor any of their Affiliates has expiredreceived any written notice alleging any material infringement, terminated misappropriation or been abandonedviolation of the Intellectual Property of any Person relating to the Subject NTX Operations. To the Knowledge of SU, no Person is infringing, misappropriating, or is expected to expire or terminate or be abandoned, within two otherwise violating any SU-Owned Intellectual Property included in the NTX Package in any material respect. (2d) years from the date of this Agreement except Except as has not had and would not reasonably be expected to have a NTX Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date (i) each of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries SU Entities have taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all material Trade Secrets of their intellectual propertiesthe SU Entities, except where failure and (ii) to do so could notthe Knowledge of SU, individually such material Trade Secrets have not been used by or in the aggregate, disclosed to any Person not subject to confidentiality or non-disclosure obligations. (e) Except as has not had and would not reasonably be expected to have a NTX Material Adverse Effect. None , all employees and independent contractors of the SU Entities and their Affiliates who developed, authored, or invented any material SU-Owned Intellectual Property Rights used by included in the Company NTX Package have fully and presently assigned and transferred such Intellectual Property solely to an SU Entity (or any all such rights have vested in one of its Subsidiaries in their respective businesses the SU Entities as a matter of law). (f) Since January 1, 2014, to the Knowledge of SU, there has been obtained no failure or is being used by the Company or such Subsidiary in violation other material substandard performance of any contractual obligation binding on IT Assets that has caused any material disruption to the Company or any of its subsidiaries Subject NTX Operations that was not fully resolved in violation of the rights of any person. The Company and its subsidiaries have taken all a commercially reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesmanner.

Intellectual Property. The Company (a) Section 4.11(a) of the Disclosure Schedules lists all (i) Corporation IP Registrations. All required filings and fees related to Corporation IP Registrations have been timely filed with and paid to the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses relevant Governmental Authorities and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None ofauthorized registrars, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any ofall Corporation IP Registrations are otherwise in good standing, 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 except as would not reasonably be expected to have a Corporation Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. . (b) The consummation of the transactions contemplated by this Agreement hereunder will not result in the loss or impairment of, of or payment of, and of any additional amounts with respect to, nor require the consent of any other Person in respect of, any other person regarding the CompanyCorporation’s or any of its subsidiaries’ right to own own, use or hold for use any material Intellectual Property as owned, used or held for use in the conduct of the Corporation’s business or operations as currently conducted. (c) The Corporation’s rights in Corporation Intellectual Property are valid, subsisting and enforceable, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity) and except as would not reasonably be expected to have a Corporation Material Adverse Effect. The Corporation has taken all commercially reasonable steps to maintain Corporation Intellectual Property and to protect and preserve the confidentiality of all material trade secrets included in the Corporation Intellectual Property, except as would not reasonably be expected to have a Corporation Material Adverse Effect. (d) To the Knowledge of the Corporation, the conduct of the Corporation’s business as currently and formerly conducted does not infringe, misappropriate or otherwise violate the Intellectual Property or other rights of any Person, except as would not reasonably be expected to have a Corporation Material Adverse Effect. To the Knowledge of the Corporation, no Person is currently infringing, misappropriating, diluting or otherwise violating, any Corporation Intellectual Property in a way as would be expect to have a Corporation Material Adverse Effect. (e) There are no Actions (including any oppositions, interferences or re-examinations) pending or, to the Knowledge of the Corporation, threatened: (i) alleging any infringement, misappropriation, dilution or violation of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of Person by the Company Corporation; (ii) challenging the validity, enforceability, registrability or its subsidiaries is the subject ownership of any pending claim Corporation Intellectual Property or proceeding involving a the Corporation’s rights with respect to any Corporation Intellectual Property; or (iii) by the Corporation or any other Person alleging any infringement, misappropriation, dilution or violation by any Person of Corporation Intellectual Property. The Corporation is not subject to any outstanding Governmental Order (including any motion or petition therefor) that does or would restrict or impair the use of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesmaterial Corporation Intellectual Property.

Intellectual Property. (a) The Company and the its Subsidiaries have, own or have rights the right to use, use all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses Intellectual Property used in or necessary for the operation of the businesses of each of the Company and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses its Subsidiaries as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect presently conducted (collectively, the “Company Intellectual Property”) free and clear of all Encumbrances except for Permitted Encumbrances, except where the failure to own or have the right to use such Intellectual Property Rights”). None of, has not had and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Neither The Company Intellectual Property shall be available for use by the Surviving Corporation and its Subsidiaries immediately after the Closing Date on substantially similar terms and conditions to those under which the Company nor or its Subsidiaries owned or used the Company Intellectual Property immediately prior to the Closing Date. (b) There are no pending suits, claims, proceedings or investigations alleging that the Company or any Subsidiary has receivedof its Subsidiaries is infringing, since the date of the latest audited financial statements included within the SEC Reportsmisappropriating, a written notice or otherwise violating any Intellectual Property of a claim or otherwise has any knowledge third party. Except for such matters that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could have not have or had and would not reasonably be expected to not have have, individually or in the aggregate, a Company Material Adverse Effect. To , (i) no third party is infringing or otherwise violating the knowledge Company Intellectual Property; and (ii) neither the Company nor its Subsidiaries nor the conduct of the Companybusiness, all in the last six years, infringe, misappropriate or otherwise violate any third party Intellectual Property. (c) All Persons who have contributed to any Company Intellectual Property that is owned or purported to be owned by Company or its Subsidiaries have done so pursuant to an enforceable written agreement that protects the confidential information of the Company and its Subsidiaries and grants the Company or its Subsidiaries, as applicable, exclusive ownership of such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. Property. (d) The Company and its Subsidiaries have taken reasonable security measures consistent with prudent industry practices to maintain and protect Company Intellectual Property, including the secrecy, confidentiality of trade secrets and value of all of their intellectual propertiesother confidential information, except where failure to do so could nothas not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. None of the Intellectual Property Rights used by , (i) the Company or any of its Subsidiaries in their respective businesses has been obtained own or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken a legal right to use, all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment ofIT Assets that are currently used, or payment ofhave been used, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of its businesses and such party’s business as currently conducted. To IT Assets are sufficient for the knowledge current needs of the businesses of the Company and its Subsidiaries, no employee function in all material respects in accordance with the Company’s and its Subsidiaries’ requirements, and have been regularly and reasonably maintained, (ii) the IT (1) have not malfunctioned or failed within the past three (3) years and (2) to the knowledge of the Company, are free from any and all “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other software routines, malware or hardware components that permit unauthorized access, disruption, modification, restriction, or loss of such IT Assets (or any parts thereof), (iii) the Company and its Subsidiaries have implemented and maintain commercially reasonable security, disaster recovery and business continuity plans, procedures and facilities and (iv) the Company and its Subsidiaries have taken commercially reasonable actions to protect the security and integrity of the IT Assets and the data stored or contained therein or transmitted thereby including by implementing industry standard procedures preventing unauthorized access and the introduction of any malicious code, and the taking and storing on-site and off-site of back-up copies of critical data. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (i) the Company and each of its Subsidiaries and the conduct of their businesses are in compliance with, and have been in compliance with all applicable Data Security Requirements, (ii) to the knowledge of the Company, there has been no unauthorized access to or unauthorized use of any IT Assets, Personal Information or trade secrets owned or held for use by the Company or its Subsidiaries, and (iii) none of the Company or its subsidiaries is the subject Subsidiaries has received notice of any pending claim actual, alleged or proceeding involving a violation potential violations of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesData Security Requirements.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Neither , either the Company nor any or a Company Subsidiary has receivedowns, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or is licensed or otherwise has any knowledge that the possesses legally enforceable rights to use, all Intellectual Property Rights violate or infringe upon the rights of any Personused in their respective businesses as currently conducted. There are no pending or, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such threatened claims against the Company or its Subsidiaries by any Person alleging infringement by the Company or its Subsidiaries for their use of any Intellectual Property Rights are enforceable in their respective businesses as currently conducted that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the knowledge of the Company, the conduct of the businesses of the Company and there is no existing its Subsidiaries does not infringe upon any Intellectual Property or any other similar proprietary right of any Person. As of the date hereof, neither the Company nor any of its Subsidiaries has made any claim of a violation or infringement by another Person others of any of its rights to or in connection with the Intellectual Property Rightsused in their respective businesses which violation or infringement would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company Key Product is protected by Trade Secrets of the Company and its Subsidiaries. The Company and its Subsidiaries have taken reasonable security measures to protect and maintain the secrecy, secrecy and confidentiality and value of all of their intellectual properties, except where failure Trade Secrets (including all those Trade Secrets applicable to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None manufacturing of the Intellectual Property Rights used Company Key Product) of the Company or its Subsidiaries and, to the knowledge of the Company, such Trade Secrets have not been disclosed by the Company or its Subsidiaries to any Person except pursuant to written non-disclosure agreements. All past and present employees, contractors and consultants of the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation who have had access to Trade Secrets of the rights of any person. The Company and its subsidiaries Subsidiaries are bound by valid and enforceable agreements or otherwise have taken all reasonable steps in accordance with normal industry practice obligations pursuant to which such Persons are bound to protect such confidential information and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge Trade Secrets of the Company and its Subsidiaries, and, to the knowledge of the Company, no employee such Person has breached its obligations to the Company or its Subsidiaries. To the knowledge of any the Company, no third-party has misappropriated Trade Secrets of the Company or its subsidiaries is Subsidiaries. There are no pending or, to the subject knowledge of any pending claim or proceeding involving a violation of any term of any employment contractthe Company, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with threatened claims against the Company or any of its subsidiaries Subsidiaries by any Person challenging the ownership or actions undertaken by the employee while employed with validity of any Trade Secrets of the Company or any of its Subsidiaries.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses Except as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None ofhas not been, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 nothave, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) To the Knowledge of the Company, all items of material Registered Intellectual Property are owned by the Company or a Subsidiary thereof, as applicable, free and clear of all Liens other than Permitted Liens, and to the extent issued or registered, all such Registered Intellectual Property is subsisting and, to the Knowledge of the Company, valid and enforceable. None To the Knowledge of the Company, the Company and its Subsidiaries have taken commercially reasonable steps to protect and preserve the rights of the Company and its Subsidiaries in its and their confidential information and trade secrets that they reasonably wish to protect and preserve. (ii) To the Knowledge of the Company, the Company and its Subsidiaries have not since January 1, 2020 (A) infringed, misappropriated or otherwise violated, and does not currently infringe, misappropriate or otherwise violate, the Intellectual Property Rights used of any third party and (B) received any written notices of any infringement or misappropriation with, any Intellectual Property Rights from any third party. No Action is, or since January 1, 2020, has been pending or threatened in writing that challenges the legality, validity, enforceability, use or ownership of any Intellectual Property Rights owned by the Company or any of its Subsidiaries in their respective businesses Subsidiaries. Since January 1, 2020, to the Knowledge of the Company, no Person has been obtained infringed, misappropriated or is being used otherwise violated or currently infringes, misappropriates or otherwise violates any Intellectual Property Rights owned by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company Subsidiaries. (iii) Except as has not had, and its subsidiaries have taken all reasonable steps in accordance with normal industry practice would not reasonably be expected to protect and maintain the Intellectual Property Rights includinghave, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result individually or in the loss or impairment ofaggregate, or payment ofa Material Adverse Effect, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its SubsidiariesSubsidiaries are in compliance with such Company policies and all applicable Laws relating to data privacy and data security. To the Knowledge of the Company, since January 1, 2020, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there has been no employee unauthorized access to, or any unauthorized use, disclosure, losses or theft of, or security breaches relating to, Protected Information received, or transmitted, by, or in the possession, custody or control of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariescommercial clients.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights it believes are necessary or required for use in connection with their respective businesses as described in the SEC Reports Registration Statement, the General Disclosure Package or the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). To the knowledge of the Company, the Company is not now infringing, and upon commercialization, will not infringe, any valid claim of any issued patents, copyrights or trademarks of others. The Company has not conducted a “freedom to operate” study. None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement Agreement, except as where such action would not reasonably be expected to have a Material Adverse Effect. Neither Other than as specifically described in the Registration Statement, the General Disclosure Package or the Prospectus, neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the Registration Statement, the General Disclosure Package, the Prospectus or the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights Company’s products or planned products as described in the Registration Statement, the General Disclosure Package or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The To the Company’s knowledge, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could reasonably be expected to have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any PersonPerson and neither is aware of any facts which would form a reasonable basis for any such claim, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement Agreement, except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any PersonPerson and neither is aware of any facts which would form a reasonable basis for any such claim, except as could would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and and, except as set forth in the SEC Reports, there is no existing infringement by another Person of any of the Intellectual Property Rights, in each case, except as would not reasonably be expected to have a Material Adverse Effect. The Company 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 would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business. To the knowledge of the Company, none of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries Subsidiaries in violation of the rights of any person. The Company and its subsidiaries Subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiariesSubsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive 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 Subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company and the Subsidiaries haveown, or have license rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate are invalid or infringe upon the rights of any Personunenforceable, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries. The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.

Intellectual Property. The Company On a continuing basis, each Grantor shall, at its sole cost and expense: (i) promptly following its knowledge thereof, notify the Subsidiaries haveCollateral Agent of (1) the institution of any proceeding in any court, administrative or other governmental body or in the PTO or the United States Copyright Office, or have rights any adverse determination in any such proceeding (other than with respect to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and routine or immaterial office actions or other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described determinations in the SEC Reports and which ordinary course of prosecution before the failure to so have could have a Material Adverse Effect (collectivelyPTO or the United States Copyright Office), regarding the “validity or enforceability of any Intellectual Property Rights”). None of, and neither included in the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandonedCollateral, or is expected such Grantor’s right to expire register, own or terminate use such Intellectual Property; or be abandoned, within two (2) years from any events which may reasonably be expected to materially and adversely affect the date value of this Agreement any Intellectual Property included in the Collateral or the rights and remedies of the Collateral Agent in relation thereto, except as would to the extent that any such event or matter described in (1) or (2) could not reasonably be expected to have a Material Adverse Effect. Neither ; (ii) not take any act or omit to take any commercially reasonable act whereby any material Intellectual Property included in the Company nor Collateral may be abandoned, forfeited, dedicated to the public, invalidated, lapse or materially impaired in any Subsidiary has receivedway other than in the ordinary course of business or as consistent with such Grantor’s past practice; (iii) take commercially reasonable actions to protect against and prosecute infringements, since dilutions, misappropriations, and other violations of material Intellectual Property included in the date Collateral (including, without limitation, commencement of a suit), and not settle or compromise any pending or future litigation or administrative proceeding with respect to any Intellectual Property, except as shall be consistent with commercially reasonable business judgment or in a manner that would not reasonably be expected to cause a Material Adverse Effect; (iv) not grant any exclusive license to any other Person of any material Intellectual Property included in the Collateral that would materially detract from the value of the latest audited financial statements included within Collateral (taking into account the SEC Reportsvalue of the license as well) or materially interfere with the ordinary course of business of the Borrower or any of its Subsidiaries, other than in the ordinary course of business or as expressly permitted by the Credit Agreement and the other Loan Documents; (v) use a written notice commercially appropriate standard of a claim or otherwise has quality (which may be consistent with such Grantor’s past practices) in connection with any knowledge that Trademarks material to the Intellectual Property Rights violate or infringe upon the rights business of any Personsuch Grantor, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None ; (vi) adequately control the quality of the Intellectual Property Rights used goods and services offered by the Company or any licensees of its Subsidiaries Trademarks, except as could not reasonably be expected to have a Material Adverse Effect; (vii) take commercially reasonable steps to protect the secrecy of all of its material Trade Secrets, except as could not reasonably be expected to have a Material Adverse Effect; and (viii) not deliver, license or make available the source code for any software included in their respective businesses has been obtained the Collateral to any Person who is not an employee or is being used by contractor of Grantor, and not subject any software included in the Company or such Subsidiary in violation Collateral to the terms of any contractual obligation binding on the Company “open source” or other similar license that provides for any source code of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice such software to protect and maintain the Intellectual Property Rights includingbe disclosed, without limitationlicensed, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment ofpublicly distributed, or payment ofdedicated to the public, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right except as could not reasonably be expected to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving have a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesMaterial Adverse Effect.

Intellectual Property. The Company (i) Sprint and the Subsidiaries haveits subsidiaries own, free and clear of all Liens (except Permitted Liens), or have rights the right to useuse pursuant to valid licenses, sublicenses, agreements or permissions, all patentsitems of Intellectual Property necessary for their operations as currently conducted or as contemplated by them to be conducted, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which except where the failure to so own or have could such rights, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (collectivelyon Sprint. All such rights shall survive the consummation of the Merger unchanged in all respects, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has receivedEffect on Sprint. (ii) The conduct of Sprint’s and its subsidiaries’ businesses as currently conducted or as contemplated by them to be conducted does not infringe, since the date of the latest audited financial statements included within the SEC Reportsmisappropriate, a written notice of a claim dilute or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value rights of all of their intellectual propertiesany third party, except where failure to do so could notfor infringements, misappropriations, dilutions or other violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect on Sprint. None No claims are pending or, to the knowledge of Sprint, threatened in writing adversely affecting the Intellectual Property Rights used by rights of Sprint, except for claims that, individually or in the Company aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint. To the knowledge of Sprint, no third party has infringed upon, misappropriated, diluted, or otherwise violated any Intellectual Property rights of Sprint or any of its Subsidiaries subsidiaries, except for infringements, misappropriations, dilutions or other violations that, individually or in their respective businesses the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint. (iii) Sprint and its subsidiaries have taken reasonable measures to protect the confidentiality of material trade secrets and other material confidential information, owned by or provided to them under conditions of confidentiality, including requiring all persons having access thereto to execute written non-disclosure agreements or otherwise be bound by obligations of confidentiality, except where the failure to take such measures, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint. To the knowledge of Sprint, there has been obtained or is being used by the Company or such Subsidiary in violation no disclosure of any contractual obligation binding on the Company such trade secrets or confidential information of or relating to Sprint or any of its subsidiaries in violation of the rights of to any person. , except for disclosures that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint. (iv) The Company material IT Assets of Sprint and its subsidiaries have taken all reasonable steps in accordance with normal industry practice operate and perform as needed by Sprint and its subsidiaries to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions adequately conduct their respective businesses as currently conducted or as contemplated by this Agreement will not result them to be conducted, except for failures to operate or perform that, individually or in the loss or impairment ofaggregate, or payment ofwould not reasonably be expected to have a Material Adverse Effect on Sprint. Since January 1, and additional amounts with respect to2015, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of Sprint, there have been no security breaches, unauthorized access, failures or unplanned outages or other adverse integrity or security access incidents affecting the Company and its Subsidiaries, no employee IT Assets of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company Sprint or its subsidiaries or actions undertaken any other persons to the extent used by the employee while employed with the Company or on behalf of Sprint or its Subsidiariessubsidiaries (or, in each case, information and transactions stored or contained therein or transmitted thereby), in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole.

Intellectual Property. The Company (a) Except as have not had and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would are not reasonably be expected likely to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 nothave, individually or in the aggregate, reasonably be expected to have a XETA Material Adverse Effect. None , either XETA or one of its subsidiaries owns, or is licensed or otherwise possesses adequate rights to use, the Intellectual Property Rights used of XETA. There are no pending or, to the knowledge of XETA, threatened claims by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used person alleging infringement by the Company or such Subsidiary in violation of any contractual obligation binding on the Company XETA or any of its subsidiaries in violation or with regard to the ownership, validity or use of any Intellectual Property of XETA. To the knowledge of XETA, the conduct of the business of XETA and its subsidiaries does not infringe any Intellectual Property rights of any person. The Company Neither XETA nor any of its subsidiaries has made any claim of a violation or infringement by others of its rights to or in connection with the Intellectual Property of XETA or any of its subsidiaries. To the knowledge of XETA, upon the consummation of the Transactions, the Surviving Corporation shall own or have the right to use all Intellectual Property on the same terms and conditions as XETA and its subsidiaries enjoyed prior to such transaction, and where XETA fails to own or have the right to use such Intellectual Property, such failure is not reasonably likely to have, individually or in the aggregate, a XETA Material Adverse Effect. (b) Section 2.15 of the XETA Schedule constitutes a true and complete list of all the Intellectual Property owned by XETA and its subsidiaries that is subject to any issuance, registration, certificate, application or other filing by, or with any Governmental Authority or authorized private registrar (including registered trademarks, registered copyrights, issued patents, domain name registrations and pending applications for any of the foregoing). To the knowledge of XETA, there exist no restrictions on the disclosure, use or transfer of the Intellectual Property of XETA, and the execution of this Agreement and the consummation of the Merger and of the other transactions contemplated by this Agreement will not alter, impair or extinguish any Intellectual Property of XETA in any material respect. (c) XETA and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the confidentiality of all Intellectual Property of XETA of a confidential nature, including trade secrets. To the knowledge of XETA, none of the Intellectual Property Rights includingof XETA that is contingent upon maintaining the confidentiality thereof, without limitationhas been disclosed other than to employees, the execution representatives and agents of appropriate nondisclosure XETA and/or its subsidiaries all of whom are bound by written confidentiality agreements or confidentiality obligations contained in licenses and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result similar agreements entered into in the loss ordinary course of business. No claim against XETA or impairment ofany of its subsidiaries asserting an ownership interest in any owned Intellectual Property of XETA has been made or is pending or, to the knowledge of XETA, threatened by any current or payment offormer employee, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s consultant or contractor of XETA or any of its subsidiaries’ right to own or use any . (d) As used herein, “Intellectual Property” means (a) all registered and unregistered trademarks, trade names, trade dress, service marks, service names, logos, assumed names in the United States and all other nations throughout the world, including all variations, derivations, combinations, registrations and applications for registration of the Intellectual Property Rights as owned foregoing and all goodwill and other rights associated therewith, (b) registered and unregistered copyrights in the United States and all other nationals throughout the world, including all derivative works, moral rights, renewals, extensions, reversions or restorations associated with such copyrights, now or hereafter provided by law, regardless of the medium of fixation or means of expression, (c) inventions and discoveries, whether or not patentable, reduced to practice or made the subject of one or more pending patent applications, (d) patents and patent applications (including all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof) registered or applied for in the United States and all other nations throughout the world, national and multinational statutory invention registrations, and all improvements to the inventions disclosed in each such registration, patent or patent application, (e) domain names, internet addresses and other computer identifiers, web sites and web pages, (f) computer software programs (including source code, object code, firmware, operating systems and related documentation), (g) trade secrets, know-how (whether or not confidential), customer information, confidential business information and technical information used in XETA’s or its subsidiaries’ respective businesses (as the conduct of such party’s business case may be) as currently conducted. To the knowledge of the Company , (h) all rights to obtain and its Subsidiariesrights to apply for patents and to register trademarks and copyrights, no employee and (i) all rights to ▇▇▇ or recover and retain damages and costs and attorneys’ fees for past, present and future infringement or misappropriation of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesforegoing.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement Agreement, except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any PersonPerson and neither is aware of any facts which would form a reasonable basis for any such claim, except as could would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and and, except as set forth in Schedule 3.1(p), there is no existing infringement by another Person of any of the Intellectual Property Rights, in each case, except as would not reasonably be expected to have a Material Adverse Effect. The Company 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 would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business. To the knowledge of the Company, none of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries Subsidiaries in violation of the rights of any person. The Company and its subsidiaries Subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiariesSubsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive 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 Subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company On a continuing basis, each Grantor shall, at its sole cost and expense: (i) promptly following its knowledge thereof, notify the Subsidiaries haveCollateral Agent of (1) the institution of any proceeding in any court, administrative or other governmental body or in the PTO or the United States Copyright Office, or have rights any adverse determination in any such proceeding (other than with respect to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and routine or immaterial office actions or other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described determinations in the SEC Reports and which ordinary course of prosecution before the failure to so have could have a Material Adverse Effect (collectivelyPTO or the United States Copyright Office), regarding the “validity or enforceability of any Intellectual Property Rights”). None of, and neither included in the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandonedCollateral, or is expected such Grantor’s right to expire register, own or terminate use such Intellectual Property; or be abandoned, within two (2) years from any events which may reasonably be expected to materially and adversely affect the date value of this Agreement any Intellectual Property included in the Collateral or the rights and remedies of the Collateral Agent in relation thereto, except as would to the extent that any such event or matter described in (1) or (2) could not reasonably be expected to have a Material Adverse Effect. Neither ; (ii) not take any act or omit to take any commercially reasonable act whereby any material Intellectual Property included in the Company nor Collateral may be abandoned, forfeited, dedicated to the public, invalidated, lapse or materially impaired in any Subsidiary has receivedway other than in the ordinary course of business or as consistent with such Grantor’s past practice; (iii) take commercially reasonable actions to protect against and prosecute infringements, since dilutions, misappropriations, and other violations of material Intellectual Property included in the date Collateral (including, without limitation, commencement of a suit), and not settle or compromise any pending or future litigation or administrative proceeding with respect to any Intellectual Property, except as shall be consistent with commercially reasonable business judgment or in a manner that would not reasonably be expected to cause a Material Adverse Effect; (iv) not grant any exclusive license to any other Person of any material Intellectual Property included in the Collateral that would materially detract from the value of the latest audited financial statements included within Collateral (taking into account the SEC Reportsvalue of the license as well) or materially interfere with the ordinary course of business of the Borrower or any of its Subsidiaries, other than in the ordinary course of business or as expressly permitted by the Credit Agreement and the other Loan Documents; (v) use a written notice commercially appropriate standard of a claim or otherwise has quality (which may be consistent with such Grantor’s past practices) in connection with any knowledge that Trademarks material to the Intellectual Property Rights violate or infringe upon the rights business of any Personsuch Grantor, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) adequately control the quality of goods and services offered by any licensees of its Trademarks, except as could not reasonably be expected to have a Material Adverse Effect; (vii) take commercially reasonable steps to protect the secrecy of all of its material Trade Secrets, except as could not reasonably be expected to have a Material Adverse Effect; and (viii) not deliver, license or make available the source code for any software included in the Collateral to any Person who is not an employee or contractor of Grantor, and not subject any software included in the Collateral to the terms of any “open source” or other similar license that provides for any source code of such software to be disclosed, licensed, publicly distributed, or dedicated to the public, except as could not reasonably be expected to have a Material Adverse Effect. (b) If any Grantor shall, at any time after the date hereof, obtain any ownership or other rights in and to any additional Intellectual Property, then the provisions of this Agreement shall automatically apply thereto and any such Intellectual Property shall automatically constitute Collateral and shall be subject to the security interest created by this Agreement, without further action by any party (except as expressly set forth in Section 3 hereof). None Further, each Grantor shall comply with the requirements of Section 7.2(a) of the Intellectual Property Rights used by Credit Agreement and each Grantor authorizes the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice Collateral Agent to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by modify this Agreement will not result by amending Schedule 6 to include any United States applications or registrations for Patents, Trademarks and Copyrights included in the loss Collateral (but the failure to so modify such Schedules shall not be deemed to affect the Collateral Agent’s security interest in or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the lien upon such Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesProperty).

Intellectual Property. The Company and the Subsidiaries havehas, or have has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable as described in the SEC Reports and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any personRights. The Company and its subsidiaries have taken has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of that are necessary to conduct its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesbusiness.

Intellectual Property. The Company and the Subsidiaries haveBorrower owns or possesses all Intellectual Property without any known conflict with, or have infringement of, the rights of others. To the best of Borrower’s knowledge, no product or service marketed or sold (or proposed to usebe marketed or sold) by Borrower violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Other than with respect to customer licenses entered in the ordinary course of business, all inbound OEM licenses or encumbrances under this Agreement or as set forth in Schedule 5.19 to the Disclosure Letter (as updated pursuant to the terms of this Agreement), there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Intellectual Property owned by Borrower. Other than commercially available software products under standard end-user object code license agreements, inbound OEM licenses or as set forth in Schedule 5.19 to the Disclosure Letter (as updated pursuant to the terms of this Agreement), Borrower is not bound by or a party to any options, licenses or agreements of any kind with respect to the patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, inventionslicenses, information, proprietary rights and processes of any other Person. Except as disclosed in Schedule 5.19 to the Disclosure Letter (as updated pursuant to the terms of this Agreement), Borrower has not received any communications alleging that Borrower has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, licenses and trade secrets, mask works or other intellectual property proprietary rights and similar rights necessary or required for use in connection with their respective businesses as described in processes of any other Person where the SEC Reports and which the failure to so have alleged violation could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary Borrower has received, since the date obtained and possesses valid licenses to use all of the latest audited financial statements included within software programs present on the SEC Reports, a written notice of a claim computers and other software-enabled electronic devices that it owns or leases or that it has otherwise has provided to its employees for their use in connection with Borrower’s business. It will not be necessary to use any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person inventions of any of Borrower’s employees or consultants (or Persons it currently intends to hire) made prior to their employment by Borrower and which have not been assigned to Borrower. Each employee and consultant has assigned to Borrower all intellectual property rights he or she owns that are related to Borrower’s business as now conducted and as presently proposed to be conducted. Schedule 5.19 to the Disclosure Letter (as updated pursuant to the terms of this Agreement) lists all registered Intellectual Property Rightsother than trade secrets. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecyExcept as disclosed in Schedule 5.19, confidentiality and value of all of their intellectual propertiesBorrower has not embedded any open source, except where failure to do so could not, individually copyright or community source code in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries products generally available or in their respective businesses has been obtained development, including but not limited to any libraries or is being used by the Company code licensed under any General Public License, Lesser General Public License or similar license arrangement, in each case, which requires Borrower to license such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice product to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesthird parties.

Intellectual Property. The Except where a failure thereof would not result in a Material Adverse Effect, the Company and the its Subsidiaries haveown all rights in, or have rights possess, or can acquire on reasonable terms, licenses to useall copyrights, all patentssoftware, patent applicationstrade secrets, mask works, know-how, Internet domain names; trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property indicia of origin; and inventions (whether or not patentable), patents and patent rights (collectively “Intellectual Property”) material to carrying on the businesses of the Company and similar rights necessary or required for use in connection with their respective businesses its Subsidiaries, taken as a whole, as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectivelyRegistration Statement, the “Intellectual Property Rights”)Time of Sale Disclosure Package and the Prospectus. None of, and neither Neither the Company nor any Subsidiary has received a any written correspondence relating to, or notice (written or otherwise) that any of, any misappropriation, infringement of or other violation of or conflict with the rights of others in any Intellectual Property Rights Property, and to the knowledge of the Company there is no and has expiredbeen no such misappropriation, terminated infringement, violation or been abandonedconflict and which misappropriation, infringement, violation or is expected to expire conflict (if the subject of any unfavorable decision, ruling or terminate finding) or be abandonedinvalidity or inadequacy, within two (2) years from individually or in the date of this Agreement except as aggregate, would not have or may reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has receivedreceived any written correspondence relating to, since or notice of any allegation that any Intellectual Property owned by or held for use by the date Company is invalid or inadequate to protect the interest of the latest audited financial statements included within Company and the SEC ReportsSubsidiaries, a written notice of a claim or otherwise has any knowledge that challenge to the Intellectual Property Rights violate Company or infringe upon the rights any Subsidiary’s ownership of any PersonIntellectual Property, except as could not have or reasonably be expected and to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and Company there is no existing infringement by another Person of valid basis for any of the Intellectual Property Rights. The Company such allegation or challenge and its Subsidiaries which invalidity or inadequacy would 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 in the aggregate, may reasonably be expected to have a Material Adverse Effect. None To the Company’s knowledge, there is no interference, derivation, opposition, inter partes review, post-grant review, reissue, reexamination, cancellation, protest, or other proceeding against any patent or patent application described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus as being owned by or licensed to the Company. To the Company’s knowledge, none of the Intellectual Property Rights used owned or Licensed by the Company was conceived, developed or any of its Subsidiaries reduced to practice (in their respective businesses has been obtained whole or is being used by the Company in part) using funding, facilities or such Subsidiary in violation personnel of any contractual obligation binding on the Company Governmental Authority or university or subject to any of its subsidiaries in violation of the governmental rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non(including “march-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesin” rights).

Intellectual Property. The Company and the Subsidiaries have, (i) WinWin owns or have possesses sufficient rights to use, use all patents, patent applicationsrights, inventions, trade secrets, know-how, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses information and other intellectual property proprietary rights and similar rights processes (collectively, “Intellectual Property”) that are necessary or required for use in connection with their respective to conduct its businesses as described in the SEC Reports currently conducted or as proposed to be conducted, free and which clear of all liens, encumbrances and other adverse claims, except where the failure to so have could have own or possess such Intellectual Property free and clear of all liens, encumbrances and other adverse claims would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect on WinWin. (collectively, the “Intellectual Property Rights”). None ii) WinWin has not received any written notice of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any no knowledge of, the any infringement of or conflict with rights of others with respect to any Intellectual Property Rights used by WinWin to conduct its business as conducted or as proposed to be conducted and WinWin has expiredno knowledge of any infringement, terminated misappropriation or been abandonedother violation of any Intellectual Property by any third party, which, in either case, either individually or is expected to expire in the aggregate, if the subject of an unfavorable decision, ruling or terminate or be abandonedfinding, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company Effect on WinWin. (iii) WinWin neither owns nor licenses any Subsidiary patent rights. (iv) Each employee, consultant and contractor of WinWin who has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that had access to the Intellectual Property Rights violate or infringe upon has executed a valid and enforceable agreement to maintain the rights confidentiality of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there assigning all rights to WinWin to any inventions, improvements, discoveries or information relating to the business of WinWin. WinWin is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or not aware that any of its Subsidiaries in their respective businesses has been obtained employees is obligated under any contract (including licenses, covenants or is being used by the Company or such Subsidiary in violation commitments of any contractual obligation binding on the Company nature) or other agreement, or subject to any of its subsidiaries in violation of the rights judgment, decree or order of any person. The Company and its subsidiaries have taken all reasonable steps in accordance court or administrative agency, that would interfere with normal industry practice their duties to protect and maintain the Intellectual Property Rights including, without limitation, the execution WinWin or that would conflict with WinWin’s business. (v) WinWin is not subject to any “open source” or “copyleft” obligations or otherwise required to make any public disclosure or general availability of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated source code either used or developed by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesWinWin.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither a) Section 3.18(a) of the Company nor any Subsidiary has received Disclosure Schedule sets forth a notice (written or otherwise) that any ofcomplete and accurate list, 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 as of the date of this Agreement except Agreement, of all Registered Company Intellectual Property Rights, indicating for each: (y) the application or registration number, title, owners or registrants, and the jurisdiction of filing or application; and (z) the status of such item. Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, all Registered Company Intellectual Property Rights have been maintained effective by the filing of all necessary documents and certificates currently due for filing as of the date of this Agreement in connection with any such Registered Company Intellectual Property Rights and the timely payment of all requisite fees with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Owned Company IP is valid, enforceable, subsisting and in full force and effect. (c) The Company or one of its Subsidiaries (i) is the sole and exclusive owner of all right, title and interest in and to all Owned Company IP, free and clear of all Liens, other than Permitted Liens and (ii) except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, has the right to use pursuant to a valid license, all Licensed IP used in or necessary for the conduct and operation of the business of the Company and its Subsidiaries as currently conducted. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Owned Company IP and the Licensed IP are, and immediately following the Closing will be, subject to any Permitted Liens, fully transferable, alienable and licensable by the Company and its Subsidiaries without restriction and without payment of any kind to any third Person (other than payments under Contracts for Licensed IP). Neither the Company nor any Subsidiary of its Subsidiaries has receivedgranted or transferred (or is obligated to grant or transfer) to any Person any ownership interest, since including any joint ownership interest, or any exclusive rights in, any Owned Company IP. Except as has not had and would not reasonably be expected to have, individually or in the date of the latest audited financial statements included within the SEC Reportsaggregate, a written notice Company Material Adverse Effect, the Owned Company IP and the Licensed IP are all of a claim or otherwise has any knowledge that the Intellectual Property and Intellectual Property Rights violate necessary for the operation of the business of the Company and its Subsidiaries as currently conducted. (d) No past or infringe upon present director, officer, employee, consultant or independent contractor of the rights Company or any of its Subsidiaries owns (or has any claim or any right (whether or not currently exercisable) to any ownership interest in and to) any Owned Company IP. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and its Subsidiaries have entered into a binding, valid and enforceable written Contract with each current and former employee, consultant and independent contractor who is or was involved in the invention, creation, or development of any Owned Company IP, including Registered Company Intellectual Property Rights, whereby such employee or independent contractor (A) either (i) validly assigns to the Company or a Subsidiary of the Company any ownership interest such employee, consultant or independent contractor may have in or to all Intellectual Property or Intellectual Property Rights invented, created or developed by such employee, consultant or independent contractor within the scope of his or her employment or engagement, to the extent such Intellectual Property or Intellectual Property Right does not constitute a “work made for hire” under applicable Law or (ii) such Intellectual Property or Intellectual Property Rights have otherwise vested in the Company or a Subsidiary automatically by operation of applicable Law and (B) agrees to hold all Proprietary Information of the Company and its Subsidiaries in confidence. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the conduct of the business of the Company and its Subsidiaries has not, since October 1, 2023, and is not currently, infringing, violating, or misappropriating any Intellectual Property or Intellectual Property Rights of any Person or constituting unfair competition or unfair trade practices. Neither the Company nor any of its Subsidiaries has received from any Person since October 1, 2023 any written notice, charge, complaint, claim or other demand (i) alleging any infringement, violation, or misappropriation of any Intellectual Property or Intellectual Property Rights of any Person, or any claim of unfair competition or unfair trade practices or (ii) contesting the Company’s or any of its Subsidiaries’ ownership of, or the validity or enforceability of, any Owned Company IP, except as could has not have or had and would not reasonably be expected to not have have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge Knowledge of the Company, all such Intellectual Property Rights are enforceable and there no Person is no existing infringement by another Person of infringing, misappropriating, diluting, using in an unauthorized manner or otherwise violating any of the Intellectual Property Rights. Owned Company IP. (f) The Company and its Subsidiaries have taken commercially reasonable security measures actions to protect the secrecymaintain (and continue to maintain), confidentiality as confidential, and value of to reasonably protect, all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None material Proprietary Information (including all Trade Secrets) of the Intellectual Property Rights used Company and any of its Subsidiaries, including by requiring all Persons having access thereto to execute written non-disclosure agreements containing customary restrictions regarding the disclosure and use of such material Proprietary Information (including all Trade Secrets). To the Knowledge of the Company, there has been no breach of any such non-disclosure agreements or any other unauthorized disclosure or use of, or access to, technology, information or materials that the Company or any a Subsidiary of its Subsidiaries in their respective businesses has been obtained or is being used by the Company maintains or such Subsidiary in violation intended to maintain as a Trade Secret. (g) Neither the execution, delivery and performance of any contractual obligation binding on this Agreement nor the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement Transactions will not result in the the: (i) loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent ofany Lien (other than any Permitted Lien) on, any other person regarding the Company’s Owned Company IP or any material Licensed IP (including material IT Systems); (ii) grant, assignment or transfer to any other Person of its subsidiaries’ any license or other right or interest under, to own or use in any of the Owned Company IP or any Intellectual Property or Intellectual Property Rights as owned of Parent or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee affiliates; or (iii) payment of any of additional consideration to, or the Company or its subsidiaries is the subject reduction of any pending claim payments from, any Person with respect to any Owned Company IP or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiariesmaterial Licensed IP (including material IT Systems).

Intellectual Property. The Except as set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus, to the Company’s knowledge, the Company and the Subsidiaries have, or have rights to useuse (or can acquire on reasonable terms), all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights reasonably deemed by the Company or such Subsidiary, as applicable, as currently being necessary or required for use in connection with their respective businesses as described in the SEC Reports Registration Statement, the Preliminary Prospectus and the Prospectus and which the failure to so have could reasonably be expected to have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the Preliminary Prospectus and the Prospectus, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any PersonPerson or is aware of any facts which would form a reasonable basis for any such claim, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries Subsidiaries in violation of the rights of any person. The Company and its subsidiaries Subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiariesSubsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries Subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries. The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.

Intellectual Property. The (a) Section 3.16(a) of the Company Disclosure Letter sets forth all patents, registered trademarks, registered copyrights, and the Subsidiaries pending applications for any patents, trademarks, or copyrights (“Registered Company IP”), except as would not reasonably be expected to have, individually or have in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Company Subsidiary is the sole and exclusive owner of all right, title, and interest in and to the Registered Company IP and all other Intellectual Property developed by or for the Company or any of its Subsidiaries, free and clear of all Liens and other encumbrances or any licenses other than non-exclusive licenses granted by the Company or a Company Subsidiary in the ordinary course of business. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, either the Company or a Company Subsidiary is the sole and exclusive owner of all right, title, and interest in and to, or is licensed or otherwise possesses legally enforceable rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use Intellectual Property used in connection with their respective businesses as described currently conducted, and such rights comprise all Intellectual Property necessary and sufficient to enable the Company and its Subsidiaries to conduct their respective businesses in the SEC Reports manner in which such businesses are currently being conducted and which proposed to be conducted. Except as would not reasonably be expected to have, individually or in the failure to so have could have aggregate, a Company Material Adverse Effect (collectivelyEffect, the “Registered Company IP is subsisting and, to the knowledge of the Company and excluding any pending applications included in the Registered Company IP, is valid and enforceable. There are no pending or, to the knowledge of the Company, threatened claims against the Company or its Subsidiaries by any Person alleging infringement, misappropriation, or unauthorized use by the Company or its Subsidiaries for their use of any Intellectual Property Rights”). None ofin their respective businesses as currently conducted, and the Company and its Subsidiaries have not received written notice of any such claim, nor has the Company or any of its Subsidiaries received a written invitation or request that such Person consider obtaining a license under any patent rights of a third party, in each case, that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have taken reasonable steps to maintain the confidentiality of all of their Trade Secrets. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and to the knowledge of the Company, none of the products or services distributed, sold or offered by the business of the Company and its Subsidiaries, any technology or materials used by Company or any of its Subsidiaries in connection therewith, nor the conduct of the businesses of the Company and its Subsidiaries, has infringed, misappropriated or otherwise violated, or infringes, misappropriates or otherwise violates, any Intellectual Property or any other similar proprietary right of any Person. As of the date hereof, neither the Company nor any Subsidiary of its Subsidiaries has received a notice (written made any claim of an infringement, misappropriation or otherwise) that other violation by any of, the Person of its rights to or in connection with any Intellectual Property Rights has expiredused in the business of the Company or its Subsidiaries, terminated which infringement, misappropriation or been abandoned, or is other violation would reasonably be expected to expire have, individually or terminate or be abandonedin the aggregate, within two (2) years from the date of this Agreement except a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all past and present employees, contractors and consultants of the Company or any of its Subsidiaries who have had access to Trade Secrets of the Company and its Subsidiaries or have participated in the development of Intellectual Property for the Company or any of its Subsidiaries are bound by valid and enforceable written agreements pursuant to which such Persons are legally obligated (A) to assign to the Company or a Subsidiary thereof any Intellectual Property developed by them within the scope of their employment or engagement with or by the Company or such Subsidiary and (B) to safeguard and protect such Trade Secrets of the Company and its Subsidiaries (including with respect to the disclosure and use thereof), and, (ii) to the knowledge of the Company, no such Person has breached its obligations to the Company or its Subsidiaries. To the knowledge of the Company, no third-party has misappropriated, disclosed, or authorized for disclosure, any Trade Secret of the Company or its Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no pending or, to the knowledge of the Company, threatened claims against the Company or any of its Subsidiaries by any Person challenging the ownership, enforceability or validity of any Intellectual Property of the Company or any of its Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and all of the Company Subsidiaries have complied in all material respects with (i) all of their privacy policies, (ii) all applicable privacy Laws and (iii) all contractual commitments that the Company or any of the Company Subsidiaries have entered into with respect to Personal Information. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the knowledge of the Company, there have been no violations of any privacy Laws or privacy policies, and no data breaches involving any Personal Information, and there are no pending or threatened claims against the Company or any of the Company Subsidiaries by any Person challenging the Company’s policies or practices with respect to privacy and data security. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the knowledge of the Company, there have been no material unauthorized intrusions or breaches of the security of the information technology systems used in the conduct of the business of the Company or its Subsidiaries and owned by Company or its Subsidiaries during the prior twelve (12) months. Neither Company nor any of its Subsidiaries have received in the prior six (6) months any written notice or claim alleging a violation of any Person’s privacy rights under any applicable Law or under any of Company’s or any of its Subsidiaries’ publicly available privacy policies, in each case, in connection with the business of the Company or its Subsidiaries that would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except Except as could would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company 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 nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiariesthe Company Subsidiaries have commercially reasonable measures in place to safeguard the security, no employee confidentiality, and integrity of Personal Information in their possession or control from unauthorized access, and neither the Company, any of the Company Subsidiaries, nor to the Company’s knowledge, any other Person, has made any illegal or its subsidiaries is the subject unauthorized use of any pending claim Personal Information collected by or proceeding involving a violation on behalf of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwisea) 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 except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries own or have taken reasonable security measures sufficient, valid and enforceable rights to protect use all Intellectual Property Rights material to the secrecyconduct of their respective businesses as currently conducted, confidentiality and value of all of their intellectual properties, except where failure to do so could which rights shall survive the consummation of the transactions contemplated by this Agreement unchanged. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the , all Intellectual Property Rights used that are owned by the Company and its Subsidiaries is subsisting, valid and enforceable, and is not subject to any outstanding order, judgment, decree or agreement adversely affecting the Company’s or its Subsidiaries’ ownership or use of, or rights in or to, any such Intellectual Property Rights. (c) There are no material claims pending, and there have been no material claims in the three year period prior to the date of this Agreement (i) contesting or challenging the use, validity, enforceability or ownership of any Intellectual Property Rights material to the Company’s or any of its Subsidiaries’ respective businesses that are owned or purported to be owned by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on Subsidiaries, (ii) alleging that the Company or any of its subsidiaries in Subsidiaries or any of their respective products or services is infringing, misappropriating or otherwise violating the Intellectual Property Rights of any Person, whether directly or indirectly, or (iii) against any Person alleging infringement, misappropriation or other violation of any Intellectual Property Rights held by the rights Company or any of its Subsidiaries, whether directly or indirectly. (d) To the Knowledge of the Company, the conduct of the respective businesses of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated in the three year period prior to the date of this Agreement, any Intellectual Property Rights of any person. third party, in each case, except to the extent such infringement, misappropriation or other violation would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is a party to or is otherwise bound by any Contract pursuant to which (i) any license, covenant not to ▇▇▇, release, waiver, option or other right is granted under any Intellectual Property Rights owned by the Company or any of its Subsidiaries, (ii) any Person has granted any license, covenant not to ▇▇▇, release, waiver, option or other right under any Intellectual Property Rights to the Company or any of its Subsidiaries, or (iii) the Company or any of its Subsidiaries has assigned or agreed to assign any Intellectual Property Rights to any Person, except in the case of clauses (i) or (ii), other than non-exclusive licenses granted in the ordinary course of business pursuant to standard terms that previously have been provided to the Parent (each such Contract described in clauses (i) through (iii), together with all amendments, exhibits and schedules to such Contract, is referred to in this Agreement as a “Company Intellectual Property Contract”). (f) The Company and its subsidiaries Subsidiaries have taken all commercially reasonable steps in accordance with normal industry practice measures to protect and maintain the Intellectual Property Rights includingconfidentiality of all Trade Secrets that are owned, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated used or held by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of and to the Company’s Knowledge, such Trade Secrets have not been used, disclosed to or discovered by any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, Person except pursuant to valid and appropriate non-solicitation agreementdisclosure and/or license agreements which have not been breached. (g) For purposes of this Agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with following terms have the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.following meanings:

Intellectual Property. The Except as disclosed in the Registration Statement, General Disclosure Package, and Prospectus, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses licenses, and other intellectual property rights and similar rights it believes are necessary or required for use in connection with their respective businesses as described in the SEC Reports Registration Statement, the General Disclosure Package, or the Prospectus and which the failure to do so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None ofTo the knowledge of the Company, the Company is not now infringing, and neither except as disclosed in the Prospectus, upon commercialization will not infringe, any valid claim of any issued patents, copyrights, or trademarks of others. The Company has not conducted a “freedom to operate” study. Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, of the Intellectual Property Rights has expired, terminated terminated, or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement Agreement, except as where such action would not reasonably be expected to have a Material Adverse Effect. Neither Other than as specifically described in the Registration Statement, the General Disclosure Package, or the Prospectus, neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the Registration Statement, the General Disclosure Package, the Prospectus, or the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights Company’s products or planned products as described in the Registration Statement, the General Disclosure Package, or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such of the Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its the Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality confidentiality, and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.

Intellectual Property. The Company and the its Subsidiaries haveown, or have are licensed or otherwise possess rights to use, free and clear of all patentsLiens, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described all Proprietary Rights used in the SEC Reports conduct of the business of the Company and which its Subsidiaries as now conducted, except where the failure to so have could have a Material Adverse Effect (collectivelyown, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written license or otherwise) that any of, the Intellectual Property otherwise possess such Proprietary 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 except as would not reasonably be expected to have result in a Company Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures the right to protect use all Proprietary Rights used in or necessary for the secrecy, confidentiality and value of all conduct of their intellectual propertiesrespective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company or any of its Subsidiaries is a party, except where failure to do so could not, individually for such infringements or in the aggregate, violations that would not reasonably be expected to have result in a Company Material Adverse Effect, and, to the Company’s Knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement would not reasonably be expected to result in a Company Material Adverse Effect. None No charges, claims or litigation have been asserted or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries contesting the right of the Intellectual Property Company or any of its Subsidiaries to use, or the validity of, any of the Proprietary Rights used or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s Knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company or any of its Subsidiaries is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company or such Subsidiary, subject to the Bankruptcy and Equity Exception, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries under any license or other agreement affecting Proprietary Rights used in their respective businesses has been obtained or is being used by necessary for the Company or such Subsidiary in violation conduct of any contractual obligation binding on the business of the Company or any of its subsidiaries Subsidiaries, except for defaults, if any, which would not reasonably be expected to result in violation of the rights of any persona Company Material Adverse Effect. The Company validity, continuation and its subsidiaries have taken effectiveness of all reasonable steps in accordance with normal industry practice licenses and other agreements relating to protect the Proprietary Rights and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of current terms thereof will not be affected by the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its SubsidiariesAgreement.